Haw. Rev. Stat. § 428-409 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-409
General standards of member's and manager's conduct.
Status: in_force

(a) The only fiduciary duties a member owes to a member-managed limited liability company and its other members are the duty of loyalty and the duty of care imposed by subsections (b) and (c).

(b) A member's duty of loyalty to a member-managed limited liability company and its other members is limited to the following:

(1) To account to the company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business or derived from a use by the member of the company's property, including the appropriation of a company's opportunity;

(2) To refrain from dealing with the company in the conduct or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and

(3) To refrain from competing with the company in the conduct of the company's business before the dissolution of the company.

(c) A member's duty of care to a member-managed limited liability company and its other members in the conduct of and winding up of the company's business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(d) A member shall discharge the duties to a member-managed limited liability company and its other members under this chapter or under the operating agreement and exercise any rights consistent with the obligation of good faith and fair dealing.

(e) A member of a member-managed limited liability company does not violate a duty or obligation under this chapter or under the operating agreement merely because the member's conduct furthers the member's own interest.

(f) A member of a member-managed limited liability company may lend money to and transact other business with the company. As to each loan or transaction, the rights and obligations of the member are the same as those of a person who is not a member, subject to other applicable laws.

(g) This section applies to a person winding up the limited liability company's business as the personal or legal representative of the last surviving member as if the person were a member.

(h) In a manager-managed limited liability company:

(1) A member who is not also a manager owes no duty to the company or to the other members solely by reason of being a member;

(2) A manager is held to the same standards of conduct prescribed for members in subsections (b) to (f);

(3) A member who pursuant to the operating agreement exercises some or all of the rights of a manager in the management and conduct of the company's business is held to the standards of conduct in subsections (b) to (f) to the extent that the member exercises the managerial authority vested in a manager by this chapter; and

(4) A manager is relieved of liability imposed by law for violation of the standards prescribed by subsections (b) to (f) to the extent of the managerial authority delegated to the members by the operating agreement. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 429-1 — HI Code / Division 2 / Title 23A / Chapter 429 / Section 429-1
Definitions.
Status: in_force

As used in this chapter:

"Member" means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the nonprofit association.

"Nonprofit association" means an unincorporated organization, other than one created by a trust, consisting of two or more members joined by mutual consent for a common, nonprofit purpose. However, joint tenancy, tenancy in common, or tenancy by the entireties does not by itself establish a nonprofit association, even if the co-owners share use of the property for a nonprofit purpose.

"Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. [L 1999, c 161, pt of §1]
Haw. Rev. Stat. § 414-246 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-246
Determination and authorization of indemnification.
Status: in_force

(a) A corporation may not indemnify a director under section 414-242 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in section 414-242.

(b) The determination shall be made:

(1) If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors (a majority of whom for this purpose shall constitute a quorum), or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;

(2) By special legal counsel:

(A) Selected in the manner prescribed in paragraph (1); or

(B) If there are fewer than two disinterested directors, selected by the board of directors (in which selection directors who do not qualify as disinterested directors may participate); or

(3) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.

(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subsection (b)(2)(B) to select special legal counsel. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 425-15 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-15
Not applicable to corporations.
Status: in_force

Nothing in this part contained shall apply to corporations or incorporated companies.
Haw. Rev. Stat. § 428-1102 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-1102
Proper plaintiff.
Status: in_force

In a derivative action for a limited liability company, the plaintiff shall be a member of the company when the action is commenced, and:

(1) Shall have been a member at the time of the transaction of which the plaintiff complains; or

(2) The plaintiff's status as a member shall have devolved upon the plaintiff by operation of law or pursuant to the terms of the operating agreement from a person who was a member at the time of the transaction. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 425E-808 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-808
Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
Status: in_force

If a claim against a dissolved limited partnership is barred under section 425E-806 or 425E-807, any corresponding claim under section 425E-404 shall also be barred.
Haw. Rev. Stat. § 428-1005 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-1005
Name of foreign limited liability company.
Status: reserved

(a) If the name of a foreign limited liability company does not satisfy the requirements of section 428-105(b), (c), and (d), the company, to obtain or maintain a certificate of authority to transact business in this State, shall use a fictitious name to transact business in this State if its real name is unavailable.

(b) Except as authorized by subsections (c) and (d), the name, including a fictitious name, of a foreign limited liability company shall not be the same as, or substantially identical to:

(1) The name of any domestic corporation, partnership, limited liability company, or limited liability partnership existing or registered under the laws of this State;

(2) The name of any foreign corporation, partnership, limited liability company, or limited liability partnership authorized to transact business in this State;

(3) A name the exclusive right to which is reserved under the laws of this State;

(4) The fictitious name of another foreign limited liability company authorized to transact business in this State; or

(5) Any trade name, trademark, or service mark registered in this State.

(c) A foreign limited liability company may apply to the director for authority to use in this State a name that is the same as, or is substantially identical to, a name described in subsection (b). The director may authorize use of a substantially identical name applied for if:

(1) The present user, registrant, or owner of a reserved name consents in writing to the use of the name, and one or more words are added to make the name distinguishable upon the records of the director from the name of the foreign limited liability company; or

(2) The applicant delivers to the director a certified copy of a final judgment of a court establishing the applicant's right to use the name applied for in this State.

(d) A foreign limited liability company may use in this State the name, including the fictitious name, of another domestic or foreign entity that is used in this State if the other entity is incorporated, organized, or authorized to transact business in this State and the foreign limited liability company:

(1) Has merged with the other entity; or

(2) Has been formed by reorganization of the other entity.

(e) If a foreign limited liability company authorized to transact business in this State changes its name to one that does not satisfy the requirements of section 428-105(b), (c), and (d), it shall not transact business in this State under the name as changed until it adopts a name satisfying the requirements of section 428-105 and obtains an amended certificate of authority. [L 1996, c 92, pt of §1; am L 1999, c 249, §33; am L 2000, c 219, §80; am L 2006, c 184, §36]
Haw. Rev. Stat. § 421I-1 — HI Code / Division 2 / Title 23 / Chapter 421I / Section 421I-1
Cooperative housing corporation; defined.
Status: in_force

As used in this chapter, unless otherwise indicated by the context, "corporation" means a cooperative housing corporation that:

(1) Has one and only one class of stock outstanding;

(2) Allows each tenant shareholder to occupy a dwelling unit for dwelling purposes solely by reason of the tenant shareholder's ownership of stock in the corporation;

(3) Does not allow a shareholder to receive, either conditionally or unconditionally, any distributions from the corporation except when there is a complete or partial liquidation of the corporation; provided that this paragraph does not apply to earnings and profits of the corporation; and

(4) Has eighty per cent or more of the gross income for the taxable year in which taxes are paid or incurred pursuant to 26 United States Code section 216(A) derived from tenant shareholders. [L 1993, c 282, pt of §1]
Haw. Rev. Stat. § 415A-16.8 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-16.8
Effect of conversion.
Status: in_force

When a conversion becomes effective:

(1) The converting entity shall continue to exist without interruption but in the organizational form of the converted entity;

(2) All rights, title, and interest in all real estate and other property owned by the converting entity shall automatically be owned by the converted entity without reversion or impairment, subject to any existing liens or other encumbrances thereon;

(3) All liabilities and obligations of the converting entity shall automatically be liabilities and obligations of the converted entity without impairment or diminution due to the conversion;

(4) The rights of creditors of the converting entity shall continue against the converted entity and shall not be impaired or extinguished by the conversion;

(5) Any action or proceeding pending by or against the converting entity may be continued by or against the converted entity without any need for substitution of parties;

(6) The shares and other forms of ownership in the converting entity that are to be converted into shares or other forms of ownership in the converted entity as provided in the plan of conversion shall be converted, and if the converting entity is a professional corporation, the former shareholders of the professional corporation shall be entitled only to the rights provided in the plan of conversion or to the rights to dissent under section 415-80;

(7) A shareholder, partner, member, or other owner of the converted entity shall be liable for the debts and obligations of the converting entity that existed before the conversion takes effect only to the extent that the shareholder, partner, member, or other owner:

(A) Agreed in writing to be liable for the debts or obligations;

(B) Was liable under applicable law prior to the effective date of the conversion for the debts or obligations; or

(C) Becomes liable under applicable law for existing debts and obligations of the converted entity by becoming a shareholder, partner, member, or other business owner of the converted entity;

(8) If the converted entity is a foreign corporation or other business entity, incorporated, formed, or organized under a law other than the laws of this State, the converted entity shall file with the director:

(A) An agreement that the converted entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of the converting domestic corporation;

(B) An irrevocable appointment of a resident of this State, including the street address, as its agent to accept service of process in any such proceeding; and

(C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting shareholder, partner, member, or other owner to receive payment for their interest against the converted entity; and

(9) If the converting entity is a professional corporation, part XIV of chapter 414 shall apply as if the converted entity were the survivor of a merger with the converting entity. [L 1999, c 280, pt of §2; am L 2006, c 235, §9]
Haw. Rev. Stat. § 425E-1206 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1206
Personal liability and penalty.
Status: in_force

(a) Any general partner who neglects or fails to comply with any provision of this chapter shall severally forfeit to the State $25 for each month the neglect or failure continues, to be recovered by action brought in the name of the State by the director; provided that as to the forfeiture penalty, the director, for good cause shown, may reduce or waive the penalty.

(b) Any person who signs or certifies as correct any statement or certificate filed pursuant to this chapter, knowing the same to be false in any material particular, shall be guilty of a class C felony.

(c) Any person who negligently, but without intent to defraud, signs or certifies as correct any statement or certificate, filed pursuant to this chapter, that is false in any material particular, shall be punished by a fine not exceeding $500. [L 2006, c 184, §1]
Haw. Rev. Stat. § 425R-5 — HI Code / Division 2 / Title 23 / Chapter 425R / Section 425R-5
Listing of commercial registered agent.
Status: in_force

(a) An individual or a domestic or foreign entity may become listed as a commercial registered agent by filing with the director a certified commercial registered agent listing statement signed by or on behalf of the person that states:

(1) The name of the individual or the name, type, and jurisdiction of organization of the entity;

(2) That the person is in the business of serving as a commercial registered agent in the State; and

(3) The address of a place of business of the person in the State to which service of process and other notice and documents being served on or sent to entities represented by it may be delivered.

(b) The name of a person filing a commercial registered agent listing statement shall comport with the requirements of section 414-51, 414D-61, 415A-8, 425-6, 425E-108, or 428-105, whichever is applicable. If the name of a foreign entity or individual is substantially identical to another name in the business registry, the person shall adopt a fictitious name that is not substantially identical and deliver to the director for filing a copy of a certificate of registration of a trade name and use that name in its statement and when it does business in the State as a commercial registered agent.

(c) A commercial registered agent listing statement takes effect on filing.

(d) The director shall note the filing of the commercial registered agent listing statement in the business registry maintained by the director for each entity represented by the registered agent at the time of the filing. The statement has the effect of deleting the address of the registered agent from the registered agent filing of each of those entities. [L 2009, c 55, pt of §1]
Haw. Rev. Stat. § 421I-4 — HI Code / Division 2 / Title 23 / Chapter 421I / Section 421I-4
Proxies.
Status: in_force

(a) A proxy shall be valid only for a specific meeting and any of that meeting's adjournments.

(b) A shareholder may designate any person or the board of directors as a proxy, and the proxy may be limited as indicated by the shareholder. No proxy shall be irrevocable unless:

(1) The proxy is coupled with a financial interest in the dwelling unit; or

(2) The proxy is held pursuant to a first mortgage of record encumbering a dwelling unit or an agreement of sale affecting a dwelling unit.

(c) A proxy statement shall contain at least the following information:

(1) The name of the corporation;

(2) The date of the meeting to which the proxy is applicable;

(3) The printed name and the signature of the shareholder giving the proxy; and

(4) The dwelling unit or units for which the proxy is given. [L 1993, c 282, pt of §1]
Haw. Rev. Stat. § 428-812 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-812
Appeal from denial of reinstatement.
Status: in_force

(a) If the director denies a limited liability company's application for reinstatement following administrative dissolution, the director shall notify the company of the reason or reasons for denial.

(b) The company may appeal the denial of reinstatement to the circuit court within thirty days after the mailing of notification of the denial. The company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the director's decree of termination, the company's application for reinstatement, and the director's notice of denial.

(c) The court may summarily order the director to reinstate the dissolved company or may take other action the court considers appropriate.

(d) The court's final decision may be appealed as in other civil proceedings. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 414-62 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-62
Designation or change of registered agent.
Status: in_force

(a) A corporation that does not already have a registered agent shall designate its registered agent by complying with section 425R-4.

(b) A corporation may change its registered agent by complying with section 425R-7.

(c) If the registered agent changes its name, its address, or its type or jurisdiction of organization, the agent shall comply with the requirements of section 425R-8 or 425R-9, whichever is applicable. [L 2000, c 244, pt of §1; am L 2001, c 129, §17; am L 2002, c 130, §12; am L 2009, c 55, §6]
Haw. Rev. Stat. § 414-441 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-441
Application to corporations heretofore authorized to transact business in this State.
Status: in_force

Foreign corporations that are duly authorized to transact business in this State on July 1, 2001, for a purpose or purposes for which a corporation might secure the authority under this chapter, shall be entitled to all of the rights and privileges applicable to foreign corporations procuring certificates of authority to transact business in this State under this chapter, and from July 1, 2001 the corporations shall be subject to all of the limitations, restrictions, liabilities, and duties prescribed herein for foreign corporations procuring certificates of authority to transact business in this State under this chapter.

Revision Note

"On July 1, 2001," substituted for "at the time this chapter takes effect" and "July 1, 2001" substituted for "the time this chapter takes effect".
Haw. Rev. Stat. § 425-159 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-159
Amending, restating, and amending and restating the statement of foreign qualification; voluntary cancellation.
Status: in_force

(a) A foreign limited liability partnership shall amend, restate, and amend and restate the statement of qualification in the same manner prescribed for domestic limited liability partnerships in section 425-154.

(b) A foreign limited liability partnership validly elected under this chapter may voluntarily cancel its limited liability status in an amendment to a statement of qualification. [L 2000, c 218, pt of §1; am L 2001, c 241, §6; am L 2003, c 124, §54]
Haw. Rev. Stat. § 414-89 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-89
Expense of issue.
Status: in_force

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
Haw. Rev. Stat. § 421I-2 — HI Code / Division 2 / Title 23 / Chapter 421I / Section 421I-2
Amendment of bylaws.
Status: in_force

The bylaws of a corporation may be amended only upon receiving the affirmative vote or written consent of at least two-thirds of the shareholders.
Haw. Rev. Stat. § 414E-1 — HI Code / Division 2 / Title 23 / Chapter 414E / Section 414E-1
Definitions.
Status: in_force

As used in this chapter, unless the context otherwise requires:

"Acquiring person" means a person who is required to deliver an information statement.

"Beneficial ownership" shall be determined pursuant to section 13 of the federal Securities Exchange Act of 1934 and the rules adopted thereunder, as amended.

"Control share acquisition" means an acquisition of shares of an issuing public corporation resulting in beneficial ownership by an acquiring person of a new range of voting power specified in this chapter, but does not include an acquisition:

(1) Before or pursuant to an agreement entered into before July 1, 1987;

(2) By a donee pursuant to an inter vivos gift not made to avoid this chapter or by a distributee as defined in chapter 560;

(3) Pursuant to a security agreement not created to avoid this chapter;

(4) Pursuant to a merger or share exchange executed in accordance with applicable law, if the issuing public corporation is a party to the plan of merger or share exchange;

(5) From the issuing public corporation;

(6) That is approved by resolution of the board of directors of the issuing public corporation before the acquisition occurs; or

(7) That the board of directors of the issuing public corporation determines, by resolution before the acquisition occurs, is not a control share acquisition.

"Issuing public corporation" means a corporation incorporated in this State with at least one hundred shareholders and having its principal place of business or substantial assets located in this State. [L 2001, c 129, pt of §1]
Haw. Rev. Stat. § 421-10 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-10
Members.
Status: in_force

(a) An association may admit as members only bona fide producers of agricultural products, including tenants and landlords receiving a share of the crop, and cooperative associations of the producers. The incorporators named in the articles are thereby made members of the association, and they shall pay for their membership or stock the same amount and in the same manner as may be required in the case of other members.

(b) The articles may limit the amount of common stock which a member may own.

(c) Under the terms and conditions prescribed in the bylaws, a member shall lose the member's membership if the member ceases to belong to the class eligible to membership under this section, but the member shall remain subject to any liability incurred by the member while a member of the association.

(d) No member shall be personally liable for any debt or liability of the association.

(e) Unless the articles otherwise provide, no member shall have more than one vote. [L 1949, c 234, pt of §1; RL 1955, §176-11; HRS §421-10; gen ch 1985]
Haw. Rev. Stat. § 415A-15 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-15
Amendments to articles of incorporation.
Status: in_force

A personal representative, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares of the corporation may amend the articles of incorporation by signing a written consent to the amendment. Articles of amendment so adopted shall be executed on behalf of the corporation by the personal representative, guardian, conservator, or receiver and by the surviving officer, and verified on oath by one of the persons signing the articles, and shall set forth:

(1) The name of the corporation;

(2) The amendments so adopted which shall be identified by the numerical or other designation thereof in the articles of incorporation;

(3) The date of adoption of the amendment by the personal representative, guardian, conservator, or receiver;

(4) The number of shares outstanding; and

(5) The number of shares held by the personal representative, guardian, conservator, or receiver. [L 1985, c 259, pt of §1; am L 1987, c 135, §120]
Haw. Rev. Stat. § 414-384 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-384
Revocation of dissolution.
Status: reserved

(a) A corporation may revoke its dissolution within one hundred twenty days of its effective date.

(b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.

(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department director for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(1) The name of the corporation;

(2) The effective date of the dissolution that was revoked;

(3) The date that the revocation of dissolution was authorized;

(4) If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;

(5) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(6) If shareholder action was required to revoke the dissolution, the information required by section 414-383(a)(3) or (4).

(d) Within the applicable revocation of dissolution period, should the name of the corporation, or a name substantially identical thereto be registered or reserved by another corporation, partnership, limited partnership, limited liability company, or limited liability partnership, or should the name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then revocation of dissolution shall be allowed only upon the registration of a new name by the dissolved corporation pursuant to the amendment provisions of this chapter.

(e) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

(f) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred. [L 2000, c 244, pt of §1; am L 2004, c 121, §13]
Haw. Rev. Stat. § 425E-703 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-703
Rights of creditors of partners or transferees.
Status: in_force

(a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require to give effect to the charging order.

(b) A charging order constitutes a lien on the judgment debtor's transferable interest. The court may order a foreclosure upon the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.

(c) At any time before foreclosure, an interest charged may be redeemed:

(1) By the judgment debtor;

(2) With property other than limited partnership property, by one or more of the other partners; or

(3) With limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged.

(d) This chapter shall not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner's or transferee's transferable interest.

(e) This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor's transferable interest. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 425E-208 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-208
Liability for false information in a filed record.
Status: in_force

(a) If a record delivered to the director for filing under this chapter contains false information, any person that suffers loss by reliance on the false information may recover damages for the loss from:

(1) Any person who executes the record, or causes another to execute it on the person's behalf, and knew the information to be false or should have known the information was false at the time the record was executed; and

(2) Any general partner who has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under section 425E-202, file a petition pursuant to section 425E-205, or deliver to the director for filing a statement of change pursuant to section 425R-7 or a certificate of correction pursuant to section 425E-207.

(b) Signing a record authorized or required to be filed under this chapter constitutes an affirmation under the penalties of perjury that the facts stated in the record are true. [L 2003, c 210, pt of §1; am L 2009, c 55, §44]
Haw. Rev. Stat. § 425-204 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-204
Articles of merger.
Status: in_force

(a) After approval of the plan of merger, unless the merger is terminated, articles of merger shall be signed on behalf of each general partnership, and each entity that is a party to the merger and delivered to the director for filing. The articles shall set forth:

(1) The name and jurisdiction of formation or organization of each entity that is a party to the merger, and the name, address, and jurisdiction of organization of the entity with or into which they propose to merge, which is hereinafter designated as the surviving entity;

(2) A statement that the plan of merger was approved by each entity that is a party to the merger;

(3) A statement indicating any changes in the organizing articles of the surviving entity to be given effect by the merger; provided that if no changes are made, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger;

(4) The future effective date (which shall be a date certain) of the merger if it is not to be effective upon the filing of the articles of merger; provided that the effective date shall not be more than thirty days from the filing date; and

(5) A statement that includes:

(A) An agreement that the surviving entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of any entity previously subject to suit in this State which is to merge;

(B) An irrevocable appointment of a resident of this State as its agent to accept service of process in any proceeding pursuant to this paragraph, that includes the resident's street address in this State; and

(C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting member, shareholder, or partner to receive payment for their interest against the surviving entity.

(b) If the articles of merger provide for a future effective date, and:

(1) The plan of merger is amended to change the future effective date;

(2) The plan of merger permits the amendment of the articles of merger to change the future effective date without an amendment to the plan of merger; or

(3) The plan of merger is amended to change any other matter contained in the articles of merger so as to make the articles of merger inaccurate in any material respect, prior to the future effective date; then the articles of merger shall be amended by filing with the director a certificate of amendment that identifies the articles of merger and sets forth the amendment to the articles of merger.

If the articles of merger provide for a future effective date and if the plan of merger is terminated prior to the future effective date, the articles of merger shall be terminated by filing with the director a certificate of termination that identifies the articles of merger and states that the plan of merger has been terminated. [L 2002, c 41, pt of §3; am L 2003, c 124, §59; am L 2004, c 121, §34; am L 2006, c 235, §17]
Haw. Rev. Stat. § 415A-6 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-6
Rendering professional services.
Status: in_force

A professional corporation may render professional services in this State only through individuals permitted to render such services in this State; but nothing in this chapter shall require any person who is employed by a professional corporation to be licensed to perform services for which no license is otherwise required or prohibit the rendering of professional services by a licensed individual acting in the licensee's individual capacity.
Haw. Rev. Stat. § 421-20 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-20
Associations are not in restraint of trade.
Status: in_force

(a) No association complying with the terms hereof shall be deemed to be a conspiracy or a combination in restraint of trade, or an illegal monopoly; or be deemed to have been formed for the purpose of lessening competition or fixing prices arbitrarily, nor shall the contracts between the association and its members, or any agreements authorized in this chapter, be construed as an unlawful restraint of trade, or as part of a conspiracy or combination to accomplish an improper or illegal purpose or act.

(b) An association may acquire, exchange, interpret, and disseminate to its members, to other cooperative associations, and otherwise, past, present, and prospective crop, market, statistical, economic, and other similar information relating to the business of the association, either directly or through an agent created or selected by it or by the other associations acting in conjunction with it.

(c) An association may advise its members in respect to the adjustment of their current and prospective production of agricultural commodities or products and its relation to the prospective volume of consumption, selling prices, and existing or potential surplus, to the end that every market may be served from the most convenient productive areas under a program of orderly marketing that will assure adequate supplies without undue enhancement of prices or the accumulation of any undue surplus. [L 1949, c 234, pt of §1; RL 1955, §176-21; HRS §421-20; am L 2001, c 129, §63]
Haw. Rev. Stat. § 425-134 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-134
Dissociated partner's power to bind and liability to partnership.
Status: in_force

(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership is bound by an act of the dissociated partner which would have bound the partnership under section 425-112 before dissociation only if at the time of entering into the transaction the other party:

(1) Reasonably believed that the dissociated partner was then a partner;

(2) Did not have notice of the partner's dissociation; and

(3) Is not deemed to have had knowledge under section 425-114(b) or notice under section 425-136(c).

(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a). [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 414-174 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-174
Stay of proceedings.
Status: in_force

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for a period that the court deems appropriate.
Haw. Rev. Stat. § 425E-109 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-109
Reserved name.
Status: reserved

(a) A person may reserve the exclusive use of a name that complies with section 425E-108 including a fictitious name for a foreign limited partnership whose name is not available, by delivering an application to the director for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the director finds that the name applied for is available, it shall be reserved for the applicant's exclusive use for a one hundred twenty-day period from the date of filing.

(b) The owner of a name so reserved may transfer the reservation to another person by delivering to the director a signed notice of the transfer which states the name and address of the transferee. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 414D-188 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-188
Approval by third persons.
Status: in_force

The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such a provision in the articles may only be amended with the approval in writing of such person or persons.
Haw. Rev. Stat. § 414-235 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-235
Contract rights of officers.
Status: in_force

(a) The appointment or election of an officer does not itself create contract rights.

(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 428-703 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-703
Dissociated member's power to bind the limited liability company.
Status: in_force

Provided that the dissociation does not result in a dissolution and winding up of a limited liability company's business, for two years after a member dissociates from the company, the company, including a surviving company under part IX, shall be bound by an act of the dissociated member which would have bound the company under section 428-301 before dissociation only if at the time of entering into the transaction the other party:

(1) Reasonably believed that the dissociated member was then a member;

(2) Did not have notice of the member's dissociation; and

(3) Is not deemed to have had notice under section 428-704. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 414D-12 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-12
Penalty for signing false document.
Status: in_force

(a) A person commits an offense by signing a document the person knows is false in any material respect with intent that the document be delivered to the department director for filing.

(b) An offense under this section is a class C felony. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 414-192 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-192
Qualifications of directors.
Status: in_force

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this State or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
Haw. Rev. Stat. § 414-403 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-403
Reinstatement following administrative dissolution.
Status: reserved

(a) A corporation administratively dissolved under section 414-402 may apply to the department director for reinstatement within two years after the effective date of dissolution. The application shall:

(1) Recite the name of the corporation and the effective date of its administrative dissolution;

(2) Contain all reports due and unfiled;

(3) Contain the payment of all delinquent fees and penalties; and

(4) Contain a certificate or other writing from the department of taxation indicating that all taxes owed by the corporation have been paid, a payment arrangement has been entered into, or the unpaid tax liabilities are being contested in an administrative or judicial appeal with the department of taxation.

(b) Within the applicable reinstatement period, should the name of the corporation, or a name substantially identical thereto be registered or reserved by another corporation, partnership, limited partnership, limited liability company, or limited liability partnership, or should the name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then reinstatement shall be allowed only upon the registration of a new name by the administratively dissolved corporation pursuant to the amendment provisions of this chapter.

(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred. [L 2000, c 244, pt of §1; am L 2001, c 129, §42; am L 2006, c 235, §3; am L 2009, c 23, §2; am L 2012, c 58, §2]
Haw. Rev. Stat. § 417E-11 — HI Code / Division 2 / Title 23 / Chapter 417E / Section 417E-11
Application of securities law.
Status: in_force

All of the provisions of chapter 485A that are not in conflict with this chapter shall apply to any take-over offer involving a target company in this State.
Haw. Rev. Stat. § 428-109 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-109
Resignation of registered agent.
Status: in_force

A registered agent of a domestic or foreign limited liability company may resign from the registered agent's appointment by complying with the requirements of section 425R-10.
Haw. Rev. Stat. § 414D-7 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-7
Correcting filed document.
Status: in_force

(a) A domestic or foreign corporation may correct a document filed by the department director if the document:

(1) Contains an incorrect statement; or

(2) Was defectively executed, attested, sealed, verified, or acknowledged.

(b) A document is corrected by:

(1) Preparing articles of correction that:

(A) Describe the document (including its filing date) or attach a copy of it to the articles;

(B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and

(C) Correct the incorrect statement or defective execution; and

(2) Delivering the articles of correction to the department director.

(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 428-1005.5 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-1005.5
Change of name by foreign limited liability company.
Status: in_force

(a) Whenever the name of a foreign limited liability company that is authorized to transact business in this State is changed by an amendment to its articles of organization, the foreign limited liability company, within sixty days after the amendment becomes effective, shall deliver to the department director a certificate evidencing the name change that is duly authenticated by the proper officer of the state or country under the laws of which it is organized. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate.

(b) Whenever a foreign limited liability company that is authorized to transact business in this State changes its name to one that is substantially identical to the name of any business entity or trade name registered in this State, the foreign limited liability company shall not thereafter transact any business in this State until it has changed its name to a name that is available to it under the laws of this State or has otherwise complied with this chapter.

(c) If a foreign limited liability company is unable to change its name to a name that is available to it under the laws of this State, it may deliver to the director a copy of a certificate of registration of a different name as a trade name and thereafter shall become authorized to transact business in this State under that name. [L 2003, c 124, §3]
Haw. Rev. Stat. § 428-602 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-602
Member's power to dissociate; wrongful dissociation.
Status: in_force

(a) A member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will.

(b) A member's dissociation from a limited liability company is wrongful only if:

(1) It is in breach of an express provision of the operating agreement; or

(2) Before the expiration of the term of a company having a specified term:

(A) The member withdraws by express will;

(B) The member is expelled by judicial determination under section 428-601(5);

(C) The member is dissociated by becoming a debtor in bankruptcy; or

(D) In the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it wilfully dissolved or terminated its existence.

(c) A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members.

(d) If a limited liability company does not dissolve and wind up its business as a result of a member's wrongful dissociation under subsection (b), damages sustained by the company for the wrongful dissociation shall be offset against distributions otherwise due the member after the dissociation. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 414D-138 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-138
Removal of directors elected by members or directors.
Status: in_force

(a) The members may remove one or more directors elected by them without cause unless otherwise provided in the articles or bylaws.

(b) If a director is elected by a class, chapter, or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping.

(c) Except as provided in subsection (i), a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

(d) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit, or grouping of members, the number of votes of that class, chapter, unit, or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.

(e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.

(f) In computing whether a director is protected from removal under subsections (b) to (d), it may be assumed that the votes against removal of the director are cast in an election for the number of directors of the class to which that director belonged on the date of that director's election.

(g) An entire board of directors may be removed under subsections (a) to (e).

(h) A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or a greater number as is set forth in the articles or bylaws; provided that a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.

(i) If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.

(j) This section shall not apply to any planned community association governed by chapter 421J. [L 2001, c 105, pt of §1; am L 2022, c 69, §3]
Haw. Rev. Stat. § 414-262 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-262
Judicial action.
Status: in_force

(a) A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) that is not a director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because a director of the corporation, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction.

(b) A director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because the director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction, if:

(1) Directors' action respecting the transaction was at any time taken in compliance with section 414-263;

(2) Shareholders' action respecting the transaction was at any time taken in compliance with section 414-264; or

(3) The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 421J-5 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-5
Meetings of the board of directors; committee or subcommittee.
Status: in_force

(a) All meetings of the board of directors, other than executive sessions, shall be open to all members to provide input on the matters being discussed. Members who are not on the board of directors may participate in any deliberation or discussion, other than during executive sessions, unless a majority of a quorum of the board of directors votes otherwise.

(b) The board of directors shall meet at least once each year.

(c) The board of directors, with the approval of a majority of a quorum of its members, may adjourn any meeting and reconvene in executive session to discuss and vote upon matters concerning personnel, litigation in which the association is or may become involved, or as may be necessary to protect the attorney-client privilege of the association. The general nature of any business to be considered in executive session shall be first announced in the regular session.

(d) No board member shall vote by proxy at board meetings.

(e) A director who has a conflict of interest on any issue before the board shall disclose the nature of the conflict of interest prior to a vote on that issue at the board meeting, and the minutes of the meeting shall record the fact that a disclosure was made.

(f) The board may appoint committees or subcommittees to review and consider any specific matters, and may alter or eliminate the committees or subcommittees; provided that the board in the minutes of the meeting at which the action was taken to appoint the committee or subcommittee shall:

(1) Report that the committee or subcommittee was appointed;

(2) Identify the members of the committee or subcommittee; and

(3) Describe the matter that the committee or subcommittee is to review and consider.

(g) Minutes of the meetings of the board of directors shall include the recorded vote of each board member present on all motions except motions voted upon in executive session. [L 1997, c 132, pt of §1; am L 2006, c 312, §2; am L 2008, c 191, §1]
Haw. Rev. Stat. § 428-407 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-407
Liability for unlawful distributions.
Status: in_force

(a) A member of a member-managed limited liability company or a member or manager of a manager-managed company who votes for or assents to a distribution made in violation of section 428-406, the articles of organization, a written operating agreement, or a signed record is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without violating section 428-406, the articles of organization, a written operating agreement, or a signed record if it is established that the member or manager did not perform the member's or manager's duties in compliance with section 428-409.

(b) A member of a manager-managed limited liability company who knew a distribution was made in violation of section 428-406 is personally liable to the limited liability company, but only to the extent that the distribution received by the member exceeded the amount that could properly have been paid under section 428-406.

(c) A member or manager against whom an action is brought under this section may implead in the action all:

(1) Other members or managers who voted for or assented to the distribution in violation of subsection (a) and may compel contribution from them; and

(2) Members who received a distribution in violation of subsection (b) and may compel contribution from the member in the amount received in violation of subsection (b).

(d) A proceeding under this section is barred unless it is commenced within two years after the distribution. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 414-83 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-83
Liability of shareholders.
Status: in_force

(a) A purchaser from a corporation of the corporation's own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (section 414-82) or specified in the subscription agreement (section 414-81).

(b) Unless otherwise provided in the articles of incorporation a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that such shareholder may become personally liable by reason of such shareholder's own acts or conduct. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 419-7 — HI Code / Division 2 / Title 23 / Chapter 419 / Section 419-7
Duration.
Status: reserved

If a corporation sole was dissolved due to the expiration of its period of duration, the corporation sole, at any time within two years of such dissolution, may amend its articles of incorporation to extend its period of duration; provided that if the name of the corporation sole, or a name substantially identical is registered or reserved by another entity, or if such name or a name substantially identical is registered as a trade name, trademark, or service mark, the extension of corporate existence shall be allowed only upon the registration of a new name by the corporation sole pursuant to section 419-4. [L Sp 1941, c 58, pt of §1(6769B); RL 1945, §8407; RL 1955, §175-7; am L Sp 1959 2d, c 1, §15; am L 1963, c 114, §3; HRS §419-7; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1988, c 373, §16; am L 2004, c 121, §22]
Haw. Rev. Stat. § 425-163 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-163
Annual report.
Status: in_force

(a) Every limited liability partnership and foreign limited liability partnership authorized to transact business in this State shall file an annual report in the office of the director that contains:

(1) The name of the limited liability partnership or foreign limited liability partnership;

(2) The mailing address of the partnership's principal office and the information required by section 425R-4(a); provided that if the partnership is formed under the laws of any other jurisdiction, the name of the other jurisdiction shall also be specified;

(3) The name and address of each partner; and

(4) The fact that none of the partners is either a minor or an incompetent person.

(b) The annual report shall be filed within the time periods prescribed in subsections (c) and (d).

(c) Notwithstanding any of the provisions of this chapter to the contrary, annual reports reflecting the period from January 1, 2002, through December 31, 2002, that would otherwise be required, may be voluntarily filed with the department director if the annual report complies with the requirements of this section.

(d) Effective January 1, 2003, for a domestic or foreign limited liability partnership whose date of registration in this State falls between:

(1) January 1 and March 31, the annual report shall be filed on or before March 31 of each year and shall reflect the state of the partnership's affairs as of January 1 of the year of filing;

(2) April 1 and June 30, the annual report shall be filed on or before June 30 of each year and shall reflect the state of the partnership's affairs as of April 1 of the year of filing;

(3) July 1 and September 30, the annual report shall be filed on or before September 30 of each year and shall reflect the state of the partnership's affairs as of July 1 of the year of filing; and

(4) October 1 and December 31, the annual report shall be filed on or before December 31 of each year and shall reflect the state of the partnership's affairs as of October 1 of the year of filing;

provided that if a domestic or foreign limited liability partnership is registered in the same year in which the annual report is due, the domestic or foreign limited liability partnership shall not be required to file an annual report for that year. Thereafter, the domestic or foreign limited liability partnership shall comply with the requirements of this section.

(e) Each annual report shall be certified as correct by any partner. [L 2000, c 218, pt of §1; am L 2002, c 130, §91; am L 2003, c 124, §55; am L 2006, c 235, §14; am L 2009, c 55, §37]
Haw. Rev. Stat. § 414D-323 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-323
Saving provisions.
Status: repealed

(a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect:

(1) The operation of the statute or any action taken under it before its repeal;

(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;

(3) Any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;

(4) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or

(5) Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.

(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.

(c) Nothing in this chapter shall affect the validity of any action taken by any corporation, or shall impair or affect the validity of any provision of the articles of incorporation or bylaws adopted by any corporation, prior to July 1, 2002. [L 2001, c 105, pt of §1; am L 2002, c 130, §72]

Revision Note

"July 1, 2002" substituted for "the effective date of this chapter".
Haw. Rev. Stat. § 421J-7.5 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-7.5
Restatement of association documents.
Status: in_force

(a) Notwithstanding any provision of this chapter, an association, by a resolution adopted by the board, may at any time restate the association documents of the association to include amendments to the association documents.

(b) An association, by a resolution adopted by the board, may at any time, restate the association documents of the association to amend the association documents as necessary to conform with this chapter or any other applicable law, ordinance, or rule; provided that any association documents restated pursuant to this section shall:

(1) Identify each portion so restated;

(2) Contain a statement that those portions have been restated solely for purposes of information and convenience;

(3) Identify the law, ordinance, or rule implemented by the amendment; and

(4) Contain a statement that, in the event of any conflict, the restated association documents shall be subordinate to the cited law, ordinance, or rule.

The restated association documents shall be effective for all purposes as if adopted by a vote or written consent of the members.

(c) Upon the adoption of a resolution pursuant to subsection (a) or (b), the restated association documents shall state all of the operative provisions of the original association documents, together with a statement that the restated association documents correctly state the corresponding provisions of the association documents, and that the restated association documents supersede the original association documents and any relative amendments.

(d) A restated association document shall be recorded if the original document was recorded and the restated association documents shall supersede the original association documents and any relative amendments. In the event of any conflict, the restated association documents shall be subordinate to the original association documents and any relative amendments. [L 2008, c 70, pt of §2]
Haw. Rev. Stat. § 414-5 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-5
Number of shareholders.
Status: in_force

(a) For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:

(1) Three or fewer co-owners;

(2) A corporation, partnership, trust, estate, or other entity; or

(3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.

(b) For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 428-902.5 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-902.5
Conversion into and from limited liability companies.
Status: in_force

(a) A domestic limited liability company may adopt a plan of conversion and convert to a foreign limited liability company or any other entity if:

(1) The domestic limited liability company acts on and its members approve a plan of conversion in the manner prescribed by sections 428-904 to 428-906 and the conversion is treated as a merger to which the converting entity is a party and not the surviving entity;

(2) The conversion is permitted by, and complies with, the laws of the state or country in which the converted entity is to be incorporated, formed, or organized; and the incorporation, formation, or organization of the converted entity complies with such laws;

(3) At the time the conversion becomes effective, each member of the converting entity, unless otherwise agreed to by that member, owns an equity interest or other ownership interest in, and is a shareholder, partner, member, owner, or other security holder of, the converted entity;

(4) The members of the domestic limited liability company shall not, as a result of the conversion, become personally liable without the members' consent, for the liabilities or obligations of the converted entity; and

(5) The converted entity is incorporated, formed, or organized as part of or pursuant to the plan of conversion.

(b) Any foreign limited liability company or other entity may adopt a plan of conversion and convert to a domestic limited liability company if the conversion is permitted by and complies with the laws of the state or country in which the foreign limited liability company or other entity is incorporated, formed, or organized.

(c) A plan of conversion shall set forth:

(1) The name of the converting entity and the converted entity;

(2) A statement that the converting entity is continuing its existence in the organizational form of the converted entity;

(3) A statement describing the organizational form of the converted entity and the state or country under the laws of which the converted entity is to be incorporated, formed, or organized; and

(4) The manner and basis of converting the shares or other forms of ownership of the converting entity into shares or other forms of ownership of the converted entity, or any combination thereof.

(d) A plan of conversion may set forth any other provisions relating to the conversion that are not prohibited by law, including without limitation the initial bylaws and officers of the converted entity.

(e) After a conversion of a limited liability company is approved, and at any time before the conversion becomes effective, the plan of conversion may be abandoned by the converting entity without member action and in accordance with the procedures set forth in the plan of conversion or, if these procedures are not provided in the plan of conversion, in the manner determined by the members. If articles of conversion have been filed with the director but the conversion has not become effective, the conversion may be abandoned if a statement, executed on behalf of the converting entity by an officer or other duly authorized representative and stating that the plan of conversion has been abandoned in accordance with applicable law, is filed with the director prior to the effective date of the conversion. If the director finds that the statement satisfies the requirements provided by law, the director, after all fees have been paid shall:

(1) Stamp the word "Filed" on the statement and the date of the filing;

(2) File the document in the director's office; and

(3) Issue a certificate of abandonment to the converting entity or its authorized representatives.

(f) Once the statement provided in subsection (e) is filed with the director, the conversion shall be deemed abandoned and shall not be effective. [L 1999, c 280, pt of §6; am L 2001, c 129, §98]
Haw. Rev. Stat. § 414D-186 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-186
Effect of amendment and restatement.
Status: in_force

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which the property is held by the corporation, or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
Haw. Rev. Stat. § 414D-116 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-116
Corporation's acceptance of votes.
Status: in_force

(a) If the name signed on a vote, ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, acting in good faith, is entitled to accept the vote, ballot, consent, waiver, or proxy appointment and to give it effect as the act of the member.

(b) If the name signed on a vote, ballot, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the member if:

(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity;

(2) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment;

(3) Two or more persons hold the membership as co-tenants or fiduciaries, the name signed purports to be the name of at least one of the co-holders, and the person signing appears to be acting on behalf of all the co-holders;

(4) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment; and

(5) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment.

(c) The corporation is entitled to reject a vote, ballot, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or the signatory's authority to sign for the member.

(d) The corporation and its officer or agent who accepts or rejects a vote, ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to a member for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

(f) A ballot may be signed by means of an electronic signature in accordance with chapter 489E. [L 2001, c 105, pt of §1; am L 2011, c 37, §10]
Haw. Rev. Stat. § 421-16 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-16
Removal of officer.
Status: in_force

Any member may bring charges of misconduct or incompetency against an officer by filing them with the secretary or president of the association, together with a petition signed by ten per cent of the members requesting the removal of the officer in question. The directors shall vote upon the removal of the officer at the first meeting of the board held after the hearing on the charges, and the officer may be removed by a majority vote, notwithstanding any contract the officer may have with the association, which shall terminate upon the officer's removal, anything in the contract to the contrary notwithstanding. The officer against whom the charges are made shall be served with a copy of the charges not less than ten days prior to the meeting, and shall have an opportunity at the meeting to be heard in person and by counsel, and to present evidence, and the persons making the charges shall have the same opportunity.
Haw. Rev. Stat. § 414-33 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-33
Incorporation.
Status: in_force

(a) The corporate existence begins when the articles of incorporation are filed.

(b) The department director's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 421-25 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-25
General corporation laws, when applicable.
Status: in_force

Except where otherwise provided, the general corporation laws shall apply to cooperative associations organized under this chapter.
Haw. Rev. Stat. § 414D-115 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-115
Other methods of electing directors.
Status: in_force

A corporation may provide in its articles or bylaws for the election of directors by members or delegates:

(1) On the basis of chapter or other organizational unit;

(2) By region or other geographic unit;

(3) By preferential voting; or

(4) By any other reasonable method. [L 2001, c 105, pt of §1; am L 2002, c 130, §51; am L 2003, c 87, §1; am L 2011, c 37, §9]
Haw. Rev. Stat. § 425-155 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-155
Status as limited liability partnership; cancellation.
Status: in_force

(a) The status of a partnership as a limited liability partnership shall be effective upon the filing of the statement of qualification.

(b) Status as a limited liability partnership shall continue, regardless of changes in the partnership, until canceled pursuant to section 425-14, revoked pursuant to section 425-164, or voluntarily canceled pursuant to section 425-154. Cancellation of a statement of qualification shall be effective upon filing.

(c) The status of a partnership as a limited liability partnership and the liability of its partners shall not be affected by errors in or amendments made to the information required to be contained in the statement of qualification under section 425-153. [L 2000, c 218, pt of §1; am L 2001, c 241, §3]
Haw. Rev. Stat. § 421C-24 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-24
Expulsion.
Status: in_force

Pursuant to section 421C-23(b), associations may provide for expulsion of members. Unless otherwise provided, a member may be expelled and lose all rights and privileges in the association, by the vote of a majority of the directors voting at any validly held meeting of directors. The member against whom the charges are to be proffered shall be informed thereof in writing at least ten days in advance of the meeting, and shall have an opportunity to be heard in person or by counsel at such meeting. On decision of the association to expel a member, the directors shall purchase the member's holdings at par or book value, whichever is less, if and when there are sufficient surplus funds.
Haw. Rev. Stat. § 414D-139 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-139
Removal of designated or appointed directors.
Status: in_force

(a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.

(b) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director.

(c) The person removing the director shall do so by giving written notice of the removal to the director, and either the presiding officer of the board or the corporation's president or secretary.

(d) A removal is effective when the notice is effective unless the notice specifies a future effective date. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 425E-604 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-604
Person's power to dissociate as a general partner; wrongful dissociation.
Status: in_force

(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to section 425E-603(1).

(b) A person's dissociation as a general partner is wrongful only if:

(1) It is in breach of an express provision of the partnership agreement; or

(2) It occurs before the termination of the limited partnership, and:

(A) The person withdraws as a general partner by express will;

(B) The person is expelled as a general partner by judicial determination under section 425E-603(5);

(C) The person is dissociated as a general partner by becoming a debtor in bankruptcy; or

(D) In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it wilfully dissolved or terminated.

(c) A person that wrongfully dissociates as a general partner shall be liable to the limited partnership and, subject to section 425E-1001, to the other partners for damages caused by the dissociation. The liability shall be in addition to any other obligation of the general partner to the limited partnership or to the other partners. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 421J-3.2 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-3.2
[ §421J-3.
Status: in_force

[ §421J-3.2] Cumulative voting for directors. (a) If the association documents provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of positions for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates. The candidates receiving the highest number of votes under this section, up to the total number of positions to be filled, shall be deemed elected, and shall be given the longest term.

(b) Unless otherwise provided in the association documents, cumulative voting shall not be permitted.

(c) A director elected by cumulative voting may be removed by the members with or without cause if the requirements of section 421J-3.3 are met. [L 2022, c 69, pt of §1]
Haw. Rev. Stat. § 414D-250 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-250
Reinstatement following administrative dissolution.
Status: reserved

(a) A corporation administratively dissolved under section 414D-249 may apply to the department director for reinstatement within two years after the effective date of dissolution. The application shall:

(1) Recite the name of the corporation and the effective date of its administrative dissolution;

(2) Contain all reports due and unfiled;

(3) Contain the payment of all delinquent fees; and

(4) Contain a certificate or other writing from the department of taxation indicating that all taxes owed by the corporation have been paid, a payment arrangement has been entered into, or the unpaid tax liabilities are being contested in an administrative or judicial appeal with the department of taxation.

(b) Within the applicable reinstatement period, should the name of the corporation, or a name substantially identical thereto be registered or reserved by another corporation, partnership, limited partnership, limited liability company, or limited liability partnership, or should the name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then reinstatement shall be allowed only upon the registration of a new name by the administratively dissolved corporation pursuant to the amendment provisions of this chapter.

(c) If the department director determines that the application contains the information required by subsection (a) and that the information is correct, the department director shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and mail a copy to the corporation at its last known address appearing in the records of the department director.

(d) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred. [L 2001, c 105, pt of §1; am L 2006, c 184, §13 and c 235, §8; am L 2009, c 23, §6; am L 2012, c 58, §10]
Haw. Rev. Stat. § 425E-810 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-810
Reinstatement following administrative cancellation.
Status: reserved

(a) A limited partnership that has been administratively canceled may apply to the director for reinstatement within two years after the effective date of cancellation. The application shall:

(1) Recite the name of the limited partnership and the effective date of its administrative cancellation;

(2) Contain all reports due and unfiled;

(3) Contain the payment of all delinquent fees and penalties; and

(4) Contain a certificate or other writing from the department of taxation indicating that all taxes owed by the limited partnership have been paid, a payment arrangement has been entered into, or the unpaid tax liabilities are being contested in an administrative or judicial appeal with the department of taxation.

(b) Within the applicable reinstatement period, should the name of the limited partnership, or a name substantially identical thereto, be registered or reserved by another corporation, partnership, limited liability company, or limited liability partnership, or should the name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then reinstatement shall be allowed only upon the registration of a new name by the limited partnership pursuant to the amendment provisions of this chapter.

(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative cancellation, and the limited partnership may resume carrying on its business as if the administrative cancellation had never occurred. [L 2003, c 210, pt of §1; am L 2006, c 184, §25 and c 235, §18; am L 2012, c 58, §18]
Haw. Rev. Stat. § 425-3 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-3
Foreign partnerships, powers and liabilities.
Status: in_force

A partnership formed under the laws of any other jurisdiction, shall, on filing a registration statement as required by section 425-1 and subject to continuing compliance with the other provisions of this part, have the same powers and privileges, and be subject to the same disabilities as are by law conferred upon partnerships formed under the laws of the State, provided always that the purposes for which the partnership is formed are not repugnant to or in conflict with any law of the State.
Haw. Rev. Stat. § 425E-206.5 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-206.5
Filing requirements; filing duty of the director.
Status: in_force

(a) To be entitled to filing by the director a document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements.

(b) The document shall contain the information required by this chapter. It may contain other information as well.

(c) If the director has prescribed a mandatory form for the document, the document shall be in or on the prescribed form.

(d) The director's duty to file documents under this chapter is ministerial. The filing or refusal to file a document shall not:

(1) Affect the validity or invalidity of the document in whole or part;

(2) Relate to the correctness or incorrectness of information contained in the document; or

(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 425-102 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-102
Knowledge and notice.
Status: in_force

(a) A person knows a fact if the person has actual knowledge of it.

(b) A person has notice of a fact if the person:

(1) Knows of it;

(2) Has received a notification of it; or

(3) Has reason to know it exists from all of the facts known to the person at the time in question.

(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.

(d) A person receives a notification when the notification:

(1) Comes to the person's attention; or

(2) Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.

(e) Except as otherwise provided in subsection (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. A person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

(f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 428-108 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-108
Change of registered agent.
Status: in_force

(a) A limited liability company or a foreign limited liability company may change its registered agent by complying with the requirements of section 425R-7.

(b) If a registered agent changes its name, its address or its type or jurisdiction of organization, the agent shall comply with the requirements of section 425R-8 or 425R-9, whichever is applicable. [L 1996, c 92, pt of §1; am L 2002, c 130, §102; am L 2009, c 55, §53]
Haw. Rev. Stat. § 414D-89 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-89
Termination, expulsion, and suspension.
Status: in_force

(a) No member may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable, and is carried out in good faith.

(b) A procedure shall be fair and reasonable when either:

(1) The articles or bylaws set forth a procedure that provides:

(A) Not less than fifteen days prior written notice of the expulsion, suspension, or termination and the reasons therefor; and

(B) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or

(2) It is fair and reasonable taking into consideration all of the relevant facts and circumstances.

(c) Any written notice given by mail shall be sent to the last known address of the member shown on the corporation's records.

(d) Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, shall commence within one year after the effective date of the expulsion, suspension, or termination.

(e) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to the expulsion or suspension.

(f) If the expulsion or termination of membership is the result of a judicial or nonjudicial foreclosure proceeding, no other proceeding may be brought to challenge the expulsion or termination and in no event shall this provision give rise to any right of redemption. [L 2001, c 105, pt of §1; am L 2002, c 130, §43]
Haw. Rev. Stat. § 425-107 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-107
Partnership subject to amendment or repeal of chapter.
Status: in_force

A partnership governed by this part is subject to any amendment to or repeal of this chapter.
Haw. Rev. Stat. § 414-32 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-32
Articles of incorporation.
Status: in_force

(a) The articles of incorporation shall set forth:

(1) A corporate name for the corporation that satisfies the requirements of section 414-51;

(2) The number of shares the corporation is authorized to issue;

(3) The mailing address of the corporation's initial principal office and the information required by section 425R-4(a); and

(4) The name and address of each incorporator.

(b) The articles of incorporation may set forth:

(1) The names and addresses of the individuals who are to serve as the initial directors;

(2) Provisions not inconsistent with law regarding:

(A) The purpose or purposes for which the corporation is organized;

(B) Managing the business and regulating the affairs of the corporation;

(C) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;

(D) A par value for authorized shares or classes of shares; and

(E) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;

(3) Any provision that under this chapter is required or permitted to be set forth in the bylaws;

(4) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, subject to section 414-222; and

(5) A provision permitting or making obligatory indemnification of a director for liability (as defined in section [414-241]) to any person for any action taken, or any failure to take any action, as a director, except liability for:

(A) Receipt of a financial benefit to which the director is not entitled;

(B) An intentional infliction of harm on the corporation or its shareholders;

(C) A violation of section 414-223; or

(D) An intentional violation of criminal law.

(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. [L 2000, c 244, pt of §1; am L 2002, c 130, §10; am L 2009, c 55, §4]
Haw. Rev. Stat. § 429-8 — HI Code / Division 2 / Title 23A / Chapter 429 / Section 429-8
Effect of judgment or order.
Status: in_force

A judgment or order against a nonprofit association shall not by itself be a judgment or order against a member or a person authorized to participate in the management of the affairs of the nonprofit association.
Haw. Rev. Stat. § 414D-147 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-147
Quorum and voting.
Status: in_force

(a) Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors.

(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this chapter, the articles, or the bylaws require the vote of a greater number of directors. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 425E-1109 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1109
Effect of merger.
Status: in_force

(a) When a merger becomes effective:

(1) The separate existence of each entity that is a party to the merger, other than the surviving entity, terminates;

(2) All property owned by each of the entities that are parties to the merger vests in the surviving entity;

(3) All debts, liabilities, and other obligations of each entity that is a party to the merger become the obligations of the surviving entity;

(4) An action or proceeding pending by or against an entity that is a party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and

(5) Except as prohibited by other law, all rights, privileges, immunities, powers, and purposes of every entity that is a party to a merger become vested in the surviving entity.

(b) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be served, service of process may be made upon the surviving entity by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:

(1) The date the surviving entity receives the process, notice, or demand;

(2) The date shown on the return receipt, if signed on behalf of the surviving entity; or

(3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed.

(c) A general partner or limited partner of a surviving limited partnership shall be liable for all obligations of a party to the merger for which the general partner or limited partner was personally liable prior to the merger.

(d) Unless otherwise agreed, a merger of a limited partnership that is not the surviving entity in the merger shall not require the limited partnership to wind up its business under this chapter or pay its liabilities and distribute its assets pursuant to this chapter. [L 2003, c 210, pt of §1; am L 2004, c 121, §41; am L 2009, c 55, §51]
Haw. Rev. Stat. § 421H-2 — HI Code / Division 2 / Title 23 / Chapter 421H / Section 421H-2
Articles of incorporation.
Status: in_force

(a) The articles of incorporation and bylaws shall require the purchase and sale of the stock of resident owners who cease to be residents, at not more than a transfer value determined as provided in the articles and bylaws, and which shall not exceed the aggregate of the following:

(1) The consideration paid for the membership share by the first occupant of the unit involved, as shown on the books of the corporation.

(2) Accumulated interest, or an inflation allowance at a rate which may be based on a cost-of-living index, an income index, or market-interest index. Any increment pursuant to this paragraph shall not exceed a ten per cent annual increase on the consideration paid for the membership or share by the first occupant of the unit involved.

(3) The value, as determined by the board of directors of the corporation, of any improvements installed at the expense of the member with the prior approval of the board of directors.

(4) No other charges, fees, premiums, taxes, or payments or exchanges of any kind may be imposed, assessed, or made a condition of any transfer.

(b) The articles of incorporation and bylaws shall require the board of directors or corporate members to sell the stock purchased as provided in subsection (a) to new resident shareholders at a price which does not exceed the transfer value paid for the unit. Upon termination or dissolution of the corporation, the then existing stockholders shall be paid an amount that does not exceed the transfer value of their share.

(c) Amendment of the articles of incorporation shall require the affirmative vote of at least two-thirds of the resident shareholders.

(d) The articles of incorporation and bylaws shall require:

(1) The corporation issue only one class of stock;

(2) One share shall be issued for each dwelling unit in the cooperative;

(3) Voting rights shall be based upon one share, one vote; and

(4) Each shareholder shall be a resident of the unit represented by the share held.

(e) The articles of incorporation and bylaws shall require a provision that there shall not be any social, political, racial, or religious discrimination nor any discrimination on the basis of age, sex, marital, or parental status, subject only to limitations under applicable federal, state, or county laws, rules, or regulations. [L 1987, c 105, pt of §1; am L 1988, c 373, §24]
Haw. Rev. Stat. § 415A-24 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-24
Interrogatories by director.
Status: in_force

The director may direct to any professional corporation organized to practice a profession within the jurisdiction of the director and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable the director to ascertain whether the corporation has complied with all of the provisions of this chapter applicable to the corporation. The interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the director, and the answers thereto shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by the individual, and if directed to a professional corporation, they shall be answered by the president, vice president, secretary, or assistant secretary thereof. The director shall certify to the attorney general, for any action the attorney general may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of this chapter.

Interrogatories directed to an individual or a professional corporation by the director and the answers thereto shall not be open to public inspection nor shall the director disclose any facts or information obtained therefrom except insofar as the director's official duty may require the same to be made public or in the event such interrogatories or the answers thereto are required for evidence in any criminal proceeding or any other action by this State. [L 1985, c 259, pt of §1; gen ch 1985; am L 1987, c 135, §128; am L 1996, c 13, §9]
Haw. Rev. Stat. § 414D-87 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-87
Creditor's action against member.
Status: in_force

(a) No action may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation, and execution has been returned unsatisfied in whole or in part or unless such action would be useless.

(b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's action brought under subsection (a) to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in the action. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 414D-150 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-150
Director conflict of interest.
Status: in_force

(a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction was fair at the time it was entered into or is approved as provided in subsection (b).

(b) A transaction in which a director has a conflict of interest may be approved if:

(1) In the case of a public benefit corporation, the transaction is approved by the attorney general, before or after the transaction is consummated;

(2) The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board and the transaction was authorized, approved, or ratified by the board or committee of the board; or

(3) The material facts of the transaction and the director's interest were disclosed or known to the members and they authorized, approved, or ratified the transaction.

(c) For purposes of this section, a director of the corporation has an indirect interest in a transaction if:

(1) Another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or

(2) Another entity of which the director is a director, officer, or trustee is a party to the transaction.

(d) For purposes of subsection (b), a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors either on the board or on the committee, who have no direct or indirect interest in the transaction; provided that a transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors on the board who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of or a vote cast by a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection [(b)(2)]; provided the transaction is otherwise approved as provided in subsection (b).

(e) For purposes of subsection [(b)(3)], a conflict of interest transaction is authorized, approved, or ratified by the members if it receives a majority of the votes entitled to be counted under this subsection. Votes cast by or voted under the control of a director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in subsection (c)(1), may not be counted in a vote of members to determine whether to authorize, approve, or ratify a conflict of interest transaction under subsection [(b)(3)]. The vote of these members, however, is counted in determining whether the transaction is approved under other sections of this chapter. A majority of the voting power, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.

(f) The articles, the bylaws, or a resolution of the board may impose additional requirements on conflict of interest transactions. [L 2001, c 105, pt of §1; am L 2004, c 171, §8]
Haw. Rev. Stat. § 414-434 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-434
Change of name by foreign corporation.
Status: in_force

(a) Whenever the name of a foreign corporation authorized to transact business in this State is changed by the amendment of its articles of incorporation, the foreign corporation, within sixty days after the amendment becomes effective, shall deliver to the department director a certificate evidencing the name change, duly authenticated by the proper officer of the state or country under the laws of which it is incorporated. If the certificate is in a foreign language, a translation under oath of the translator shall accompany the certificate.

(b) Whenever a foreign corporation that is authorized to transact business in this State shall change its name to one under which a certificate of authority would not be granted to it on application therefor, the foreign corporation shall not thereafter transact any business in this State until it has changed its name to a name that is available to it under the laws of this State or has otherwise complied with this chapter.

(c) If a foreign corporation is unable to change its name to a name that is available to it under the laws of this State, it may deliver to the department director a copy of a certificate of registration of a trade name and thereafter shall become authorized to transact business in the State under that name. [L 2000, c 244, pt of §1; am L 2001, c 129, §45]
Haw. Rev. Stat. § 414-352 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-352
Notice of intent to demand payment.
Status: in_force

(a) If proposed corporate action creating dissenters' rights under section 414-342 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights:

(1) Must deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment for the shareholder's shares if the proposed action is effectuated; and

(2) Must not vote the shareholder's shares in favor of the proposed action.

(b) A shareholder who does not satisfy the requirements of subsection (a) is not entitled to payment for the shareholder's shares under this part. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 425E-702 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-702
Transfer of partner's transferable interest.
Status: in_force

(a) A transfer, in whole or in part, of a partner's transferable interest:

(1) Is permissible;

(2) Shall not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and

(3) Shall not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection (c), or to inspect or copy the required information or the limited partnership's other records.

(b) A transferee has a right to receive, in accordance with the transfer:

(1) Distributions to which the transferor would otherwise be entitled; and

(2) Upon the dissolution and winding up of the limited partnership's activities the net amount otherwise distributable to the transferor.

(c) In a dissolution and winding up, a transferee shall be entitled to an account of the limited partnership's transactions only from the date of dissolution.

(d) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.

(e) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer.

(f) A transfer of a partner's transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement shall be ineffective as to a person having notice of the restriction at the time of transfer.

(g) A transferee that becomes a partner with respect to a transferable interest shall be liable for the transferor's obligations under sections 425E-502 and 425E-509. However, the transferee shall not be liable for obligations unknown to the transferee at the time the transferee became a partner. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 428-204 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-204
Articles of amendment.
Status: in_force

A limited liability company may amend its articles of organization from time to time, in any and in as many respects as may be desired, so long as its articles of organization as amended contain only those provisions which may be lawfully contained in original articles of organization at the time of making the amendment. The articles of amendment shall be delivered to the director for filing and shall set forth:

(1) The name of the limited liability company; and

(2) The amendment to the articles of organization, referencing specifically the provisions being amended. [L 1996, c 92, pt of §1; am L 2000, c 219, §71]
Haw. Rev. Stat. § 420D-10 — HI Code / Division 2 / Title 23 / Chapter 420D / Section 420D-10
Right of action.
Status: in_force

The shareholders and directors of a sustainable business corporation shall have the right to bring direct or derivative claims to enforce corporate purposes and the standards for directors as set forth in section 414-221(a) and shall have the right to bring direct or derivative claims to enforce the general or specific public benefit purposes of the sustainable business corporation and the standard of conduct for directors pursuant to section 420D-6(a)(1).
Haw. Rev. Stat. § 414D-272 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-272
Consequences of transacting business without authority.
Status: in_force

(a) A foreign corporation transacting business in this State without a certificate of authority shall not maintain a proceeding in any court in this State until it obtains a certificate of authority.

(b) The successor to a foreign corporation that transacted business in this State without a certificate of authority and the assignee of a cause of action arising out of that business shall not maintain a proceeding on that cause of action in any court in this State until the foreign corporation or its successor obtains a certificate of authority.

(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

(d) A foreign corporation that transacts business in this State without a certificate of authority shall be liable to this State, for the years or parts thereof during which it transacted business in this State without a certificate of authority, in an amount equal to all fees that would have been imposed by this chapter upon the corporation had it duly applied for and received a certificate of authority to transact business in this State as required by this chapter and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees.

The attorney general shall bring proceedings to recover all amounts due this State under this section.

(e) Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority shall not impair the validity of its corporate acts or prevent it from defending any proceeding in this State. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 425-115 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-115
Statement of denial.
Status: in_force

A partner or other person named as a partner in a filed statement of partnership authority may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in section 425-114(a) and (b).
Haw. Rev. Stat. § 419-5 — HI Code / Division 2 / Title 23 / Chapter 419 / Section 419-5
Name of incumbent; change in incumbency.
Status: in_force

There shall be filed, with the articles of incorporation, a statement duly certified and executed, which shall state the name and address of the person who is to be its incumbent, to which shall be appended a duly attested copy of the certificate of appointment or other document through which the person succeeded to the ecclesiastical office by virtue of which the person became entitled to be the incumbent of the corporation sole. Whenever a change in the incumbency of the corporation occurs, the new incumbent, within thirty days after the new incumbent has become the incumbent, shall file with the director of commerce and consumer affairs a like certificate with like proof of the new incumbent's title to the office. [L Sp 1941, c 58, pt of §1(6769); RL 1945, §8405; RL 1955, §175-5; am L Sp 1959 2d, c 1, §15; am L 1963, c 114, §3; HRS §419-5; am L 1982, c 204, §8; am L 1983, c 124, §17; gen ch 1985; am L 1988, c 373, §15]
Haw. Rev. Stat. § 425-119 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-119
Liability of purported partner.
Status: in_force

(a) If a person, by word or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.

(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.

(c) Except as otherwise provided in subsections (a) and (b), persons who are not partners as to each other are not liable as partners to other persons. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 414-315 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-315
Articles of merger or share exchange.
Status: in_force

(a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, articles of merger or share exchange shall be signed on behalf of each corporation and each other entity that is a party to the merger and shall be delivered to the department director for filing. The articles of merger or share exchange shall set forth:

(1) For a merger, the name and jurisdiction of each entity that is a party to the merger, and the name, address, and jurisdiction of the surviving entity;

(2) For a share exchange, the name, address, and jurisdiction of both the corporation whose shares will be acquired and the acquiring corporation;

(3) A statement that the plan of merger or share exchange has been approved by each entity involved in the merger or share exchange;

(4) If a merger, a statement indicating any changes in the organizing articles of the surviving entity to be given effect by the merger; provided that if no changes are made, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger; and

(5) A statement that includes:

(A) An agreement that the surviving entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of any entity previously subject to suit in this State that is to merge;

(B) An irrevocable appointment of a resident of this State as its agent to accept service of process in a proceeding under subparagraph (A), that includes the resident's street address in this State; and

(C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting member, shareholder, or partner to receive payment for their interest against the surviving entity.

(b) If the articles of merger provide for a future effective date, and:

(1) The plan of merger is amended to change the future effective date;

(2) The plan of merger permits the amendment of the articles of merger to change the future effective date without an amendment to the plan of merger; or

(3) The plan of merger is amended to change any other matter contained in the articles of merger so as to make the articles of merger inaccurate in any material respect, prior to the future effective date;

then the articles of merger shall be amended by filing with the department director articles of amendment that identify the articles of merger and set forth the amendment to the articles of merger.

If the articles of merger provide for a future effective date and if the plan of merger is terminated prior to the future effective date, the articles of merger shall be terminated by filing with the department director a certificate of termination that identifies the articles of merger and states that the plan of merger has been terminated.

(c) Articles of merger operate as an amendment to the corporation's articles of incorporation. [L 2000, c 244, pt of §1; am L 2001, c 129, §33; am L 2002, c 41, §9; am L 2003, c 124, §7; am L 2004, c 121, §10; am L 2006, c 184, §5]
Haw. Rev. Stat. § 414D-74 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-74
Service on corporation.
Status: in_force

(a) Service of any notice or process authorized by law that is issued against any domestic or foreign corporation by any court, judicial or administrative officer, or board, may be made in the manner provided by law upon any registered agent, officer, or director of the corporation who is found within the jurisdiction of the court, officer, or board; or if any registered agent, officer, or director cannot be found, upon the manager or superintendent of the corporation or any person who is found in charge of the property, business, or office of the corporation within the jurisdiction.

(b) If no officer, director, manager, superintendent, or other person in charge of the property, business, or office of the corporation can be found within the State, and the corporation has not filed with the department director pursuant to this chapter the name of a registered agent upon whom legal notice and process from the courts of the State may be served, or the person named is not found within the State, service may be made upon the corporation by registered or certified mail, return receipt requested, addressed to the corporation at its principal office.

(c) Service by using registered or certified mail is perfected at the earliest of:

(1) The date the corporation receives the mail;

(2) The date shown on the return receipt, if signed on behalf of the corporation; or

(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.

(d) Nothing contained herein shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner permitted by law. [L 2001, c 105, pt of §1; am L 2002, c 130, §42; am L 2003, c 124, §28; am L 2006, c 184, §10]
Haw. Rev. Stat. § 428-702 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-702
Court action to determine fair value of distributional interest.
Status: in_force

(a) In an action brought to determine the fair value of a distributional interest in a limited liability company, the court shall:

(1) Determine the fair value of the interest, considering among other relevant evidence the going concern value of the company, any agreement among some or all of the members fixing the price, or specifying a formula for determining the value of distributional interests for any purpose, the recommendations of any appraiser appointed by the court, and any legal constraints on the company's ability to purchase the interest;

(2) Specify the terms of the purchase, including if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the company's other creditors, security for a deferred purchase price, and a covenant not to compete or other restrictions on a dissociated member; and

(3) Require the dissociated member to deliver an assignment of the interest to the purchaser upon receipt of the purchase price or the first installment of the purchase price.

(b) After an order to purchase is entered, a party may petition the court to modify the terms of the purchase and the court may do so if it finds that changes in the financial or legal ability of the limited liability company or other purchaser to complete the purchase justify a modification.

(c) After the dissociated member delivers the assignment, the dissociated member shall have no further claim against the company, or its members, officers, or managers, if any, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the company or the remaining members that is not terminated by the court.

(d) If the purchase is not completed in accordance with the specified terms, the company is to be dissolved upon application under section 428-801(4)(D). If a limited liability company is so dissolved, the dissociated member shall have the same rights and priorities in the company's assets as if the sale had not been ordered.

(e) If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or not in good faith, it may award one or more other parties their reasonable expenses, including attorney's fees and the expenses of appraisers or other experts, incurred in the proceeding. The finding may be based on the company's failure to make an offer to pay or to comply with section 428-701(b).

(f) Interest shall be paid on the amount awarded from the date determined under section 428-701(a) to the date of payment. [L 1996, c 92, pt of §1; am L 1999, c 164, §8]
Haw. Rev. Stat. § 414-200 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-200
Vacancy on board.
Status: in_force

(a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(1) The shareholders may fill the vacancy;

(2) The board of directors may fill the vacancy; or

(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 414-197(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-164 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-164
Determination and authorization of indemnification.
Status: in_force

(a) A corporation may not indemnify a director under section 414D-160 unless authorized in the specific case after a determination has been made that the director has met the standard of conduct set forth in section 414D-160.

(b) The determination shall be made by the board of directors by majority vote of a quorum consisting of directors who are not at the time parties to the proceeding.

(c) The determination shall be made by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding if a quorum cannot be obtained under subsection (b).

(d) The determination shall be made by special legal counsel selected by:

(1) The board of directors or its committee in the manner prescribed in subsection (b) or (c); or

(2) Majority vote of the full board (in which selection directors who are parties may participate) if a quorum of the board cannot be obtained under subsection (b) and a committee cannot be designated under subsection (c).

(e) The determination shall be made by the members but directors who are at the time parties to the proceeding may not vote on the determination.

(f) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (d) to select counsel. [L 2001, c 105, pt of §1; am L 2002, c 130, §56]
Haw. Rev. Stat. § 414D-182 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-182
Procedure to amend articles of incorporation.
Status: in_force

(a) Amendments to the articles of incorporation shall be made in the following manner:

(1) If any members are entitled to vote on an amendment, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at an annual, regular, or special meeting of the members. Notice setting forth the proposed amendment or a summary of the changes to be effected by the proposed amendments shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings to members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes that members present at the meeting or represented by proxy are entitled to cast; and

(2) If there are no members or no members entitled to vote on an amendment, an amendment shall be adopted at a meeting of the board of directors upon its receiving the vote of a majority of the directors in office.

(b) Any number of amendments may be submitted and voted upon at any one meeting. [L 2001, c 105, pt of §1; am L 2011, c 37, §12; am L 2012, c 58, §9]
Haw. Rev. Stat. § 425-167 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-167
Correction of filed documents.
Status: in_force

(a) A domestic limited liability partnership or foreign limited liability partnership may correct a document filed with the director if the document:

(1) Contains an incorrect statement; or

(2) Was defectively executed, attested, sealed, verified, or acknowledged.

(b) A document is corrected by preparing and delivering to the director for filing, a statement of correction that:

(1) Identifies the document, including its filing date, or attaches a copy of it to the statement;

(2) Identifies the incorrect statement, if any;

(3) Explains why the incorrect statement, if any, is incorrect, or describes the manner in which execution of the document was defective; and

(4) Corrects the incorrect statement or defective execution.

(c) A certificate of correction is effective retroactive to the effective date of the document corrected except as to persons relying on the uncorrected document and adversely affected by the correction, as to which persons, a certificate of correction is effective from the time of filing. [L 2000, c 218, pt of §1; am L 2002, c 130, §93]
Haw. Rev. Stat. § 414-147 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-147
Action by single and multiple voting groups.
Status: in_force

(a) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 414-146.

(b) If the articles of incorporation or this chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 414-146. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414-385 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-385
Effect of dissolution.
Status: in_force

(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(1) Collecting its assets;

(2) Disposing of its properties that will not be distributed in kind to its shareholders;

(3) Discharging or making provision for discharging its liabilities;

(4) Distributing its remaining property among its shareholders according to their interests; and

(5) Doing every other act necessary to wind up and liquidate its business and affairs.

(b) Dissolution of a corporation does not:

(1) Transfer title to the corporation's property;

(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

(3) Subject its directors or officers to standards of conduct different from those prescribed in part IX;

(4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;

(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;

(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

(7) Terminate the authority of the registered agent of the corporation. [L 2000, c 244, pt of §1; am L 2001, c 129, §40]
Haw. Rev. Stat. § 425-14 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-14
Cancellation of registration.
Status: reserved

(a) The director may commence a proceeding to cancel the registration of a domestic or foreign general partnership if the partnership fails to:

(1) Pay any fees prescribed by law;

(2) File its annual statement for a period of two years;

(3) Appoint and maintain an agent for service of process as required; or

(4) File a statement of a change in the name or business address of the agent as required under this chapter.

The cancellation of such registration or certificate shall not relieve the partners of liability for the penalties for the failure to file any statement or certificates required by this part.

(b) Within two years after the administrative cancellation of a domestic general partnership under this section, the registration statement of the domestic general partnership may be reinstated by the director upon written application executed by any partner of the domestic general partnership. The application shall:

(1) Recite the name of the domestic general partnership and the effective date of its administrative cancellation;

(2) Contain all statements due and unfiled;

(3) Contain the payment of all delinquent fees and penalties; and

(4) Contain a certificate or other writing from the department of taxation indicating that all taxes owed by the domestic general partnership have been paid, a payment arrangement has been entered into, or the unpaid tax liabilities are being contested in an administrative or judicial appeal with the department of taxation.

(c) Within the applicable reinstatement period, should the name of the domestic general partnership, or a name substantially identical thereto be registered or reserved by another corporation, partnership, limited partnership, limited liability company, or limited liability partnership, or should such name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then reinstatement shall be allowed only upon the registration of a new name by the administratively canceled domestic general partnership pursuant to the amendment provisions of this chapter.

(d) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative cancellation and the domestic general partnership may resume its business as if the administrative cancellation had never occurred. [L 1969, c 247, pt of §1; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1999, c 249, §24; am L 2000, c 219, §54; am L 2001, c 129, §71; am L 2002, c 130, §85; am L 2003, c 124, §50; am L 2006, c 235, §12; am L 2009, c 23, §9; am L 2012, c 58, §14]
Haw. Rev. Stat. § 414-387 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-387
Unknown claims against dissolved corporation.
Status: in_force

(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.

(b) The notice must:

(1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was located (or, if none in this State, in the city and county of Honolulu);

(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.

(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:

(1) A claimant who did not receive written notice under section 414-386;

(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on;

(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(d) A claim may be enforced under this section:

(1) Against the dissolved corporation, to the extent of its undistributed assets; or

(2) If the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the shareholder claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to such shareholder. [L 2000, c 244, pt of §1; am L 2009, c 55, §9]
Haw. Rev. Stat. § 414-82 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-82
Issuance of shares.
Status: reserved

(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.

(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.

(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.

(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.

(e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be canceled in whole or part. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414-413 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-413
Receivership or custodianship.
Status: in_force

(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.

(b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this State) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:

(1) The receiver:

(A) May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and

(B) May sue and defend in the receiver's own name as receiver of the corporation in all courts of this State; and

(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.

(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.

(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 421C-28 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-28
Books; review.
Status: in_force

(a) Subject to subsection (b), every association shall keep a set of books of the association's business operations, which shall be reviewed at the end of each fiscal year by a certified public accountant who shall not be an officer, director, or employee of the association.

(b) Where the annual gross business income of an association amounts to less than $1,000,000 (which amount shall be adjusted for changes in the Consumer Price Index since May 15, 1982), the review need not be done by a certified public accountant but may be performed by a review committee of two individuals who shall not be employees, plus the association's treasurer.

(c) A written report of the review, which may include a statement of the amount of business transacted with members and the amount transacted with nonmembers, and which shall include a balance sheet of the association's income and expenses, shall be submitted to the annual meeting of the association. [L 1982, c 97, pt of §2; am L 1984, c 217, §8]
Haw. Rev. Stat. § 425E-905 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-905
Name.
Status: in_force

(a) A foreign limited partnership whose name does not comply with sections 425E-108(d) and (e) may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with section 425E-108, by filing a copy of a certificate of registration of a trade name with the director. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this State under that name unless the foreign limited partnership is authorized to transact business in this State under another name.

(b) If a foreign limited partnership authorized to transact business in this State changes its name to one that does not comply with sections 425E-108(d) and (e), it shall not thereafter transact business in this State until it complies with subsection (a). [L 2003, c 210, pt of §1; am L 2004, c 121, §37; am L 2006, c 184, §29]
Haw. Rev. Stat. § 415A-14.7 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-14.7
Filing of documents, effective date.
Status: in_force

The filing of documents required by this chapter to be delivered to the director for filing, and the effectiveness thereof, shall be governed by sections 414-11(d), (e), (f), (g), and (i), 414-14, and 414-16.
Haw. Rev. Stat. § 414-243 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-243
Mandatory indemnification.
Status: in_force

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
Haw. Rev. Stat. § 417E-6 — HI Code / Division 2 / Title 23 / Chapter 417E / Section 417E-6
Administration, rules and orders.
Status: in_force

(a) In administering this chapter, the commissioner may exercise all powers granted to the commissioner under chapter 485A, which are not inconsistent with this chapter.

(b) The commissioner may make and adopt such rules and forms as are necessary to carry out the purposes of this chapter including, without limitation, rules defining terms used in this chapter.

(c) The commissioner, by rule or order, may exempt from any provisions of this chapter any proposed take-over offer or any category or type of take-over offer which the commissioner determines does not have the purpose or effect of changing or influencing the control of a target company or where the commissioner determines that compliance with this chapter is not necessary for the protection of the offerees, and the commissioner may similarly exempt any persons from the requirement of filing statements under this chapter. [L 1985, c 32, pt of §2; am L 2006, c 229, §11]
Haw. Rev. Stat. § 425-20 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-20
Resignation of registered agent.
Status: in_force

A registered agent may resign from the registered agent's appointment by complying with the requirements of section 425R-10.
Haw. Rev. Stat. § 425E-105 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-105
Powers.
Status: in_force

A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
Haw. Rev. Stat. § 425R-6 — HI Code / Division 2 / Title 23 / Chapter 425R / Section 425R-6
Termination of listing of commercial registered agent.
Status: in_force

(a) A commercial registered agent may terminate its listing as a commercial registered agent by filing with the director a commercial registered agent termination statement signed by or on behalf of the agent that states:

(1) The name of the agent as currently listed under section 425R-5; and

(2) That the agent is no longer in the business of serving as a commercial registered agent in the State.

(b) A commercial registered agent termination statement takes effect on the thirty-first day after the day on which it is filed.

(c) The commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of the commercial registered agent termination statement.

(d) When a commercial registered agent termination statement takes effect, the registered agent ceases to be an agent for service of process on each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent appoints a new registered agent, service of process may be made on the entity as provided by law. Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity may have against the agent or that the agent may have against the entity. [L 2009, c 55, pt of §1]
Haw. Rev. Stat. § 429-7 — HI Code / Division 2 / Title 23A / Chapter 429 / Section 429-7
Capacity to assert and defend; standing.
Status: in_force

(a) A nonprofit association, in its name, may institute, defend, intervene, or participate in a judicial, administrative, or other governmental proceeding or in an arbitration, mediation, or any other form of alternative dispute resolution.

(b) A nonprofit association may assert a claim in its name on behalf of its members if one or more members of the nonprofit association have standing to assert a claim in their own right, the interests the nonprofit association seeks to protect are germane to its purposes, and neither the claim asserted nor the relief requested requires the participation of a member. [L 1999, c 161, pt of §1]
Haw. Rev. Stat. § 429-10 — HI Code / Division 2 / Title 23A / Chapter 429 / Section 429-10
Appointment of agent to receive service of process.
Status: in_force

(a) A nonprofit association may file in the office of the registrar of the land court or in the bureau of conveyances a statement appointing an agent authorized to receive service of process.

(b) A statement appointing an agent shall set forth:

(1) The name of the nonprofit association;

(2) The federal tax identification number, if any, of the nonprofit association;

(3) The address in this State, including the street address, if any, of the nonprofit association or, if the nonprofit association does not have an address in this State, its address out-of-state; and

(4) The name of the person in this State authorized to receive service of process and the person's address, including the street address, in this State.

(c) A statement appointing an agent shall be signed and acknowledged by a person authorized to manage the affairs of a nonprofit association. The statement shall also be signed and acknowledged by the person to be appointed agent, who thereby accepts the appointment. The appointed agent may resign by filing a resignation in the office of the registrar of the land court or in the bureau of conveyances and giving notice to the nonprofit association.

(d) A filing officer may collect a fee for filing a statement appointing an agent to receive service of process, an amendment, a cancellation, or a resignation in the amount charged for filing similar documents.

(e) An amendment to or cancellation of a statement appointing an agent to receive service of process shall meet the requirements for execution of an original statement. [L 1999, c 161, pt of §1]
Haw. Rev. Stat. § 425E-115 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-115
Designation or change of registered agent.
Status: in_force

(a) A domestic limited partnership or foreign limited partnership that does not already have a registered agent shall designate its registered agent by complying with the requirements of section 425R-4.

(b) A domestic or foreign limited partnership may change its registered agent by complying with the requirements of section 425R-7.

(c) If the registered agent changes its name, its address, or its type or jurisdiction of organization, the agent shall comply with the requirements of section 425R-8 or 425R-9, whichever is applicable. [L 2003, c 210, pt of §1; am L 2009, c 55, §41]
Haw. Rev. Stat. § 414-194 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-194
Election of directors by certain classes of shareholders.
Status: in_force

If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class or classes of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
Haw. Rev. Stat. § 425-17 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-17
Withdrawal procedure for foreign general partnership.
Status: in_force

(a) Any foreign general partnership which has qualified to transact business in this State may withdraw and surrender its right to engage in business within this State by securing from the director of commerce and consumer affairs a certificate of withdrawal. Any such general partnership shall file in the office of the director an application for withdrawal, certified and signed by a general partner, which shall set forth:

(1) The name of the foreign general partnership, and the state or country under the laws of which it is formed;

(2) That the foreign general partnership is not transacting business in this State;

(3) That the foreign general partnership surrenders its authority to transact business in this State;

(4) That the foreign general partnership revokes the authority of its registered agent in this State to accept service of process, and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this State during the time the partnership was authorized to transact business in this State may thereafter be made on the partnership by service thereof on the director;

(5) The dates that notice of the foreign general partnership's intent to withdraw from the State was published, once in each of four successive weeks (four publications) in a daily or weekly publication of statewide circulation or in separate daily or weekly publications whose combined circulation is statewide, or a statement that publication was not made;

(6) That all taxes, debts, obligations, and liabilities of the foreign general partnership in this State have been paid and discharged or that adequate provision has been made therefor;

(7) A mailing address to which the director may mail a copy of any process against the foreign general partnership that may be served on the director; and

(8) Such additional information as may be necessary or appropriate to enable the director to determine and assess any unpaid fees payable by the foreign general partnership.

(b) Upon the filing of the application for withdrawal, and after the payment of a fee of $10, the director shall issue a certificate of withdrawal, which shall be effective as of the date of the filing of the application for withdrawal, and the authority of the foreign general partnership to transact business in this State shall then cease. No such general partnership may withdraw from this State without complying with the aforesaid conditions and until such compliance, service of legal notices and processes may be made on any agent of the general partnership within this State, or if none can be found, service of such notices and processes upon the director of commerce and consumer affairs shall be deemed sufficient service of such notices and processes upon it. [L 1969, c 247, pt of §1; am L 1980, c 270, §6; am L 1982, c 204, §8; am L 1983, c 124, §17; gen ch 1985; am L 1993, c 174, §8; am L 1996, c 181, §4; am L 2000, c 219, §55; am L 2001, c 129, §72]
Haw. Rev. Stat. § 414D-9 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-9
Appeal from the department director's refusal to file document.
Status: in_force

(a) If the department director refuses to file a document delivered for filing to the department director's office, the domestic or foreign corporation may within thirty days after the return of the document appeal the refusal to the circuit court. The appeal shall be commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the department director's explanation of the refusal to file.

(b) The court may summarily order the department director to file the document or take other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 414D-244 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-244
Revocation of dissolution.
Status: reserved

(a) A corporation may revoke its dissolution within one hundred twenty days of its effective date.

(b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.

(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department director for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(1) The name of the corporation;

(2) The effective date of the dissolution that was revoked;

(3) The date that the revocation of dissolution was authorized;

(4) If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;

(5) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(6) If member or third person action was required to revoke the dissolution, the information required by section 414D-243(a)(5) or (6).

(d) Within the applicable revocation of dissolution period, should the name of the corporation, or a name substantially identical thereto, be registered or reserved by another corporation, partnership, limited partnership, limited liability company, or limited liability partnership, or should the name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then revocation of dissolution shall be allowed only upon the registration of a new name by the dissolved corporation pursuant to the amendment provisions of this chapter.

(e) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

(f) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred. [L 2001, c 105, pt of §1; am L 2002, c 130, §59; am L 2004, c 121, §19]
Haw. Rev. Stat. § 421C-33 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-33
Volunteers exempted.
Status: in_force

(a) For the purposes of this section, "volunteer" means an individual who:

(1) Is a member of an association;

(2) Is not an employee of the association; and

(3) Who volunteers and donates up to twenty-five hours of labor and services per month to the association.

(b) Associations may accept labor and services from volunteers.

(c) In addition to any exemptions granted to nonpaid labor, volunteers who acknowledge in writing that they are volunteers shall be construed not to be in the employ of the association, their labor and services shall be construed to not be employment, and they shall not be construed to be employees of the association, under title 21 or any other labor law. [L 1982, c 97, pt of §2]
Haw. Rev. Stat. § 428-905 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-905
Articles of merger.
Status: in_force

(a) After a plan of merger is approved in accordance with section 428-904(e), unless the merger is terminated under section 428-904(h), articles of merger shall be signed on behalf of each limited liability company and each other entity that is a party to the merger, and shall be delivered to the director for filing. The articles shall set forth:

(1) The name and jurisdiction of each entity that is a party to the merger, and the name, address, and jurisdiction of the surviving entity;

(2) A statement that the plan of merger has been approved by each entity that is a party to the merger;

(3) A statement indicating any changes in the organizing articles of the surviving entity to be given effect by the merger; provided that if no changes are made, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger;

(4) The future effective date (which shall be a date certain) of the merger if it is not to be effective upon the filing of the articles of merger; provided that the effective date shall not be more than thirty days from the filing date; and

(5) A statement that includes:

(A) An agreement that the surviving entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of any entity previously subject to suit in this State that is to merge;

(B) An irrevocable appointment of a resident of this State as its agent to accept service of process in a proceeding under subparagraph (A), that includes the resident's street address in this State; and

(C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting member, shareholder, or partner to receive payment for their interest against the surviving entity.

(b) If the articles of merger provide for a future effective date, and:

(1) The plan of merger is amended to change the future effective date;

(2) The plan of merger permits the amendment of the articles of merger to change the future effective date without an amendment to the plan of merger; or

(3) The plan of merger is amended to change any other matter contained in the articles of merger so as to make the articles of merger inaccurate in any material respect, prior to the future effective date;

then the articles of merger shall be amended by filing with the director a certificate of amendment that identifies the articles of merger and sets forth the amendment to the articles of merger.

If the articles of merger provide for a future effective date and if a plan of merger is terminated prior to the future effective date, the articles of merger shall be terminated by filing with the director a certificate of termination that identifies the articles of merger and states that the plan of merger has been terminated.

(c) Articles of merger operate as an amendment to the limited liability company's organizing articles. [L 1996, c 92, pt of §1; am L 1999, c 249, §32; am L 2000, c 219, §78; am L 2002, c 41, §24; am L 2003, c 124, §77; am L 2004, c 121, §48; am L 2006, c 184, §35]
Haw. Rev. Stat. § 414D-90 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-90
Derivative suits.
Status: in_force

(a) A proceeding may be brought on behalf of a domestic or foreign corporation to procure a judgment in its favor by any member or members having five per cent or more of the voting power, or by fifty members, whichever is less, or any director.

(b) In any such proceeding, each complainant shall be a member or director at the time the proceeding is initiated.

(c) A complaint in a proceeding brought on behalf of a corporation shall be verified and allege with particularity the demand made, if any, to obtain action by the directors, and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.

(d) On termination of the proceeding, the court may require the complainants to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.

(e) If the proceeding on behalf of the corporation results in the corporation taking some action requested by the complainants or otherwise is successful, in whole or in part, or if anything was received by the complainants as the result of a judgment, compromise, or settlement of an action or claim, the court may award the complainants reasonable expenses (including counsel fees).

(f) The complainants shall notify the attorney general within ten days after commencing any proceeding under this section if the proceeding involves a public benefit corporation. [L 2001, c 105, pt of §1; am L 2004, c 171, §6]
Haw. Rev. Stat. § 414-287 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-287
Restated or amended and restated articles of incorporation.
Status: in_force

(a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.

(b) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 414-125. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement.

(c) A corporation restating its articles of incorporation shall deliver to the department director for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a statement that the restatement of incorporation correctly sets forth without change the corresponding provisions of the articles of incorporation as theretofore amended and that the restated articles of incorporation supersede the original articles of incorporation and any amendments thereto.

(d) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(e) The department director may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the information required by subsection (c).

(f) A domestic corporation, at any time, may amend and restate its articles of incorporation by complying with the procedures and requirements of this part.

(g) Upon their adoption, the amended and restated articles of incorporation shall set forth:

(1) All of the operative provisions of the articles of incorporation as theretofore amended;

(2) The information required by section 414-286; and

(3) A statement that the amended and restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.

(h) The amended and restated articles of incorporation shall be delivered to the department director for filing together with a statement setting forth:

(1) Whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or

(2) If the restatement contains an amendment to the articles requiring shareholder approval, the information required by section 414-286. The department director may certify the amended and restated articles of incorporation as the articles of incorporation currently in effect, without including the information required to be filed by subsection (g)(2) and (3). [L 2000, c 244, pt of §1; am L 2001, c 129, §32; am L 2002, c 130, §24]
Haw. Rev. Stat. § 415A-14.6 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-14.6
Articles of incorporation.
Status: in_force

(a) The articles of incorporation shall set forth:

(1) A corporate name for the corporation that satisfies the requirements of section 415A-8;

(2) The profession or professions that the corporation shall be authorized to practice and any other purpose allowed by the licensing laws and rules of this State;

(3) The mailing address of the corporation's initial principal office and the information required by section 425R-4(a);

(4) The number of directors constituting the initial board of directors and the names and addresses of the individuals who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified;

(5) The name, title, and address of each officer; and

(6) The number of shares the corporation is authorized to issue, and if the shares are to be divided into classes, the number of shares of each class.

(b) The articles of incorporation may set forth any of the matters specified in section 414-32(b).

(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter or chapter 414. [L 1987, c 135, §109; am L 1988, c 372, §5; am L 2000, c 219, §26; am L 2002, c 40, §46 and c 130, §75; am L 2012, c 58, §12]
Haw. Rev. Stat. § 425-7 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-7
Partnership name; change of.
Status: in_force

Whenever any partnership shall change its partnership name, it shall within thirty days thereafter file in the office of the director of commerce and consumer affairs a statement showing: (1) the registered name of the partnership; and (2) the new name of the partnership. The statement shall be signed and certified as correct by any partner.
Haw. Rev. Stat. § 425E-506 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-506
Distribution in kind.
Status: in_force

A partner shall not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to section 425E-812(b), a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner's share of distributions.