Haw. Rev. Stat. § 414-232 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-232
Duties of officers.
Status: in_force

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
Haw. Rev. Stat. § 414-289 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-289
Effect of amendment.
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, or the existing rights of persons other than shareholders 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. § 425E-1113 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1113
Article not exclusive.
Status: in_force

This article shall not preclude an entity from being converted or merged under other law.
Haw. Rev. Stat. § 421C-2 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-2
Purpose.
Status: in_force

An association may be incorporated under this chapter only for the purpose of transacting any lawful business for its membership, the general public, or both.
Haw. Rev. Stat. § 425-198 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-198
Short title.
Status: in_force

This chapter may be cited as the Uniform Partnership Act (1977).

Revision Note

Sections 425-197 and 425-198 were enacted as a new part designated as "Miscellaneous Provisions". Instead, the sections have been added to this part with the same heading.
Haw. Rev. Stat. § 414-212 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-212
Action without meeting.
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action shall be evidenced by one or more consents describing the action taken, given either in writing and signed before or after the intended effective date of the action by each director, or by electronic transmission, and included in the minutes or filed with the corporate records reflecting the action taken. In the case of a consent by electronic transmission, the electronic transmission shall set forth or be submitted with information from which it may be determined that the electronic transmission was authorized by the director who sent the electronic transmission.

(b) Action taken under this section shall be effective when the last director signs the consent or gives a consent by electronic transmission, unless the consent specifies a different effective date.

(c) A consent signed or given by electronic transmission under this section has the effect of a meeting vote and may be described as such in any document. [L 2000, c 244, pt of §1; am L 2002, c 130, §22]
Haw. Rev. Stat. § 428-1006 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-1006
Revocation of certificate of authority.
Status: in_force

(a) A certificate of authority of a foreign limited liability company to transact business in this State may be revoked by the director in the manner provided in subsection (b) if:

(1) The company fails to:

(A) Pay any fees prescribed by law;

(B) File its annual report for a period of two years pursuant to section 428-210;

(C) Appoint and maintain an agent for service of process as required by this part; or

(D) File a statement of a change in the name or business address of the agent as required by this part; or

(2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record or document submitted by the company pursuant to this part.

(b) The director may not revoke a certificate of authority of a foreign limited liability company unless the director sends the company notice of the revocation, at least sixty days before its effective date, by mailing the notice to the foreign limited liability company at its last known address appearing in the director's records. The notice shall identify the cause for the revocation of the certificate of authority. If the foreign limited liability company does not cure its failure by the date specified in the notice of revocation, the director may issue a certificate of revocation that shall be filed in the office of the director. The authority of the company to transact business in this State shall cease upon the issuance of the certificate of revocation. [L 1996, c 92, pt of §1; am L 2001, c 129, §101; am L 2002, c 130, §109; am L 2003, c 124, §79]
Haw. Rev. Stat. § 414-144 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-144
Shares held by nominees.
Status: in_force

(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.

(b) The procedure may set forth:

(1) The types of nominees to which it applies;

(2) The rights or privileges that the corporation recognizes in a beneficial owner;

(3) The manner in which the procedure is selected by the nominee;

(4) The information that must be provided when the procedure is selected;

(5) The period for which selection of the procedure is effective; and

(6) Other aspects of the rights and duties created. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 428-904 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-904
Merger.
Status: in_force

(a) Pursuant to a plan of merger, a domestic or foreign limited liability company may merge with one or more domestic professional corporations, or with one or more limited liability companies or other business entities formed or organized under the laws of this State, any state or territory of the United States, any foreign jurisdiction, or any combination thereof, with one of the domestic professional corporations, domestic or foreign limited liability companies, or other business entities whether domestic or foreign, being the surviving entity as provided in the plan; provided that the merger is permitted by the law of the state or country under whose law each foreign entity that is a party to the merger is organized.

(b) The plan of merger shall set forth:

(1) The name and jurisdiction of formation or organization of each entity that is a party to the merger;

(2) The name of the surviving entity with or into which the other entity or entities will merge;

(3) The terms and conditions of the merger;

(4) The manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or in part;

(5) The street address of the surviving entity's principal place of business, or if no street address is available, the rural post office number or post office box designated or made available by the United States Postal Service; and

(6) Amendments, if any, to the organizing articles of the surviving entity or, if no amendments are desired, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger.

(c) A plan of merger may:

(1) Amend the operating agreement of a limited liability company; or

(2) Adopt a new operating agreement for a limited liability company if it is the surviving entity in the merger.

Any amendment to a limited liability company agreement or adoption of a new limited liability company agreement made pursuant to this subsection shall be effective upon the effective date of the merger. This subsection shall not limit the accomplishment of a merger or of any of the matters referred to in this subsection by any other means provided for in a limited liability company agreement or other agreement or as otherwise permitted by law; provided that the limited liability company agreement of any constituent limited liability company to the merger (including a limited liability company formed for the purpose of consummating a merger or consolidation) shall be the limited liability company agreement of the surviving or resulting limited liability company.

(d) A plan of merger may set forth other provisions relating to the merger.

(e) A plan of merger shall be approved:

(1) In the case of a limited liability company that is a party to the merger, unless otherwise provided in the operating agreement, by the members representing the percentage of ownership specified in the operating agreement, but not fewer than the members holding a majority of the ownership, or if provision is not made in the operating agreement, by all the members; and

(2) In the case of a foreign limited liability company that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the foreign limited liability company is organized.

(f) If a foreign limited liability company is the surviving entity of a merger, it shall not do business in this State until an application for a certificate of authority is filed with the director if the foreign limited liability company is not already authorized to do business in the State.

(g) The surviving entity shall furnish a copy of the plan of merger, on request and without cost, to any member, shareholder, or partner of any entity that is a party to the merger.

(h) A plan of merger may provide that at any time prior to the time that the plan becomes effective, the plan may be terminated by the members or managers of any limited liability company notwithstanding approval by all or any of the constituent parties. If the plan of merger is terminated after the filing of the articles but before the plan has become effective, a certificate of termination shall be filed with the director. A plan of merger may allow the members or managers of the constituent limited liability companies to amend the plan at any time prior to the time that the plan becomes effective; provided that an amendment made subsequent to the adoption of the plan by the members or managers of any constituent limited liability company shall not:

(1) Alter or change the amount or kind of shares, securities, cash, property, or rights to be received in exchange for or on conversion of all or any of the interests of the constituent company; or

(2) Alter or change any term of the organizing articles of the surviving entity to be effected by the merger.

If the plan of merger is amended after the articles are filed with the director but before the plan has become effective, a certificate of amendment shall be filed with the director.

(i) A merger takes effect on the filing date of the articles of merger or on the date subsequent to the filing as set forth in the articles of merger; provided that the effective date shall not be more than thirty days from the filing date. [L 1996, c 92, pt of §1; am L 2002, c 41, §23 and c 130, §107]
Haw. Rev. Stat. § 428-106 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-106
Reserved name.
Status: reserved

(a) A person may reserve the exclusive use of the name of a limited liability company or a foreign limited liability company, including a fictitious name for a foreign limited liability company whose company 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 1996, c 92, pt of §1; am L 2001, c 129, §89]
Haw. Rev. Stat. § 425-173 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-173
Transition rules for limited liability partnerships and foreign limited liability partnerships under prior law.
Status: in_force

(a) All entities that were limited liability partnerships registered under the law in effect on the date preceding July 1, 2000, shall be converted into and be deemed partnerships that have registered under part I and filed a statement of qualification of limited liability partnership pursuant to this subpart.

(b) All entities that were foreign limited liability partnerships registered under the law in effect on the date preceding July 1, 2000, shall be converted into and be deemed foreign limited liability partnerships that have registered under part I and filed a statement of foreign qualification pursuant to this subpart. [L 2000, c 218, pt of §1]

Revision Note

"July 1, 2000" substituted for "the effective date of this subpart".
Haw. Rev. Stat. § 415A-14.8 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-14.8
Organization of corporation.
Status: in_force

After incorporation, the initial director or directors, as the case may be, shall complete the organization of the corporation as provided in section 414-35.
Haw. Rev. Stat. § 414D-6 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-6
Effective time and date of document.
Status: in_force

(a) Except as otherwise provided in subsection (b) and section 414D-7(c), a document is effective:

(1) At the time of filing on the date it is filed, as evidenced by the department director's endorsement on the original document; or

(2) At the time specified in the document as its effective time on the date it is filed.

(b) Articles of dissolution, articles of conversion, and articles of merger may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the thirtieth day after the date filed. [L 2001, c 105, pt of §1; am L 2003, c 124, §21]
Haw. Rev. Stat. § 425-154 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-154
Amending and restating, amending, and restating the statement of qualification; voluntary cancellation.
Status: in_force

(a) A statement of qualification may be amended and restated at any time for any proper purpose determined by the partners. The amended and restated statement of qualification shall set forth:

(1) All of the operative provisions of the statement of qualification as previously amended; and

(2) A statement that the amended and restated statement of qualification supersedes the original statement of qualification and all amendments thereto.

The amended and restated statement of qualification shall be delivered to the director for filing. The director may certify the amended and restated statement of qualification as the statement of qualification currently in effect, without including the information required to be filed by paragraph (2).

(b) A statement of qualification shall be amended by delivering a statement of amendment of limited liability partnership to the director for filing. The statement of amendment shall set forth:

(1) The name of the limited liability partnership;

(2) The date on which the limited liability partnership's statement of qualification was filed; and

(3) The amendment to the statement of qualification.

(c) A restated statement of qualification may be executed and filed in the same manner as a statement of amendment. The restated statement of qualification shall set forth all of the operative provisions of the statement of qualification as previously amended, together with a statement that the restated statement of qualification correctly sets forth without change the corresponding provisions of the statement of qualification as previously amended, and that the restated statement of qualification supersedes the original statement of qualification and all amendments thereto. The director may certify the restated statement of qualification currently in effect, without including the information required to be set forth in the restatement by this subsection.

(d) An amended, restated, or amended and restated statement of qualification shall be effective when filed.

(e) A limited liability partnership validly created under this chapter may voluntarily cancel its limited liability status with an amendment to a statement of qualification. [L 2000, c 218, pt of §1; am L 2001, c 241, §2; am L 2002, c 130, §87; am L 2003, c 124, §52]
Haw. Rev. Stat. § 421C-23 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-23
Recall of member's holdings.
Status: in_force

(a) The bylaws may give the directors the authority to use surplus funds to recall, at par value or book value, whichever is less, the holdings of any member in excess of the amount requisite for membership.

(b) The directors may purchase the amount requisite for membership in cases of inactivity, expulsion, death of the member, or otherwise, as provided in the bylaws of the association. When so recalled, such stock or membership certificate shall be either reissued or canceled. [L 1982, c 97, pt of §2]
Haw. Rev. Stat. § 414-172 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-172
Standing.
Status: in_force

A shareholder may not commence or maintain a derivative proceeding unless the shareholder:

(1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and

(2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-89.5 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-89.5
Amendment terminating or canceling members; redemption of membership.
Status: in_force

(a) Any amendment to the articles or bylaws which would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships shall meet the requirements of this chapter and this section.

(b) Prior to adopting a resolution proposing such an amendment, the board of the corporation shall give notice of the general nature of the amendment to the members.

(c) After adopting a resolution proposing such an amendment, the notice to members proposing such amendment shall include one or more statements of up to five hundred words opposing the proposed amendment if such statement is submitted by any five members, or by members having three per cent or more of the voting power, whichever is less, not later than twenty days after the board has voted to submit such amendment to the members for approval. The production and mailing costs shall be paid by the corporation.

(d) Any such amendment shall be approved by the members, whether through attendance or proxy, by two-thirds of the votes cast by each class present at the meeting at which the amendment is voted upon.

(e) Section 414D-89 shall not apply to any amendment meeting the requirements of this chapter and this section. [L 2003, c 81, §1]
Haw. Rev. Stat. § 425E-404 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-404
General partner's liability.
Status: in_force

(a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.

(b) A person that becomes a general partner of an existing limited partnership shall not be personally liable for an obligation of a limited partnership incurred before the person became a general partner.

(c) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner shall not be personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under section 425E-406(b)(2). [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 414-462 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-462
Procedure for and effect of revocation.
Status: in_force

(a) If the department director determines that one or more grounds exist under section 414-461 for revocation of a certificate of authority, the department director shall give written notice of the department director's determination by mailing the notice to the foreign corporation at its last known address appearing in the records of the department director.

(b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the department director that each ground determined by the department director does not exist within sixty days after the date of mailing of the department director's written notice, the department director may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date.

(c) Upon revoking any certificate of authority, the department director shall issue a certificate of revocation that shall be filed in the department director's office, and the authority of a foreign corporation to transact business in this State shall immediately cease thereafter.

(d) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation. [L 2000, c 244, pt of §1; am L 2001, c 129, §49; am L 2003, c 124, §17]
Haw. Rev. Stat. § 414D-306 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-306
Financial statements for members.
Status: in_force

(a) A corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(b) If annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records:

(1) Stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 425-118 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-118
Actions by and against partnership and partners.
Status: in_force

(a) A partnership may sue and be sued in the name of the partnership.

(b) An action may be brought against the partnership and, to the extent not inconsistent with section 425-117, any or all of the partners in the same action or in separate actions.

(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership shall not be satisfied from a partner's assets unless there is also a judgment against the partner.

(d) A judgment creditor of a partner shall not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 425-117 and:

(1) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(2) The partnership is a debtor in bankruptcy;

(3) The partner has agreed that the creditor need not exhaust partnership assets;

(4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or

(5) Liability is imposed on the partner by law or contract independent of the existence of the partnership.

(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 425-119. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 425E-1005 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1005
Proceeds and expenses.
Status: in_force

(a) Except as otherwise provided in subsection (b):

(1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; and

(2) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.

(b) If a derivative action is successful in whole or in part, the court may award the derivative plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited partnership. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 425-164 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-164
Revocation of statement of qualification.
Status: in_force

(a) The director may revoke the statement of qualification of a limited liability partnership or statement of foreign qualification of a foreign limited liability partnership if:

(1) The partnership fails to:

(A) Pay any fees prescribed by law;

(B) File its annual report for a period of two years;

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

(D) File a statement of a change in the name or business address of the agent as required by chapter 425R; or

(2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record or document submitted by the partnership.

The director shall provide the partnership at least sixty days' written notice of intent to revoke the statement. The notice shall be mailed to the partnership at its last known address appearing in the records of the director. The notice shall specify the annual report that has not been filed or the fee that has not been paid, and the effective date of the revocation. The revocation shall not be effective if the specified annual report is filed and the specified fee is paid before the effective date of the revocation.

(b) Revocation under subsection (a) shall only affect a partnership's status as a limited liability partnership or foreign limited liability partnership, and shall not be deemed an event of dissolution of the partnership.

(c) A partnership whose statement of qualification has been administratively revoked may apply to the director for reinstatement within two years after the effective date of the revocation. The application shall:

(1) Recite the name of the partnership and the effective date of the revocation;

(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 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.

(d) A reinstatement under subsection (c) shall relate back to and take effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership shall continue upon reinstatement as if the revocation had never occurred. [L 2000, c 218, pt of §1; am L 2002, c 130, §92; am L 2003, c 124, §56; am L 2006, c 235, §15; am L 2009, c 23, §10 and c 55, §38; am L 2012, c 58, §15]
Haw. Rev. Stat. § 414D-109 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-109
Members' list for meeting.
Status: in_force

(a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list shall show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members.

(b) The list of members shall be available for inspection by any member for the purpose of communication with other members concerning the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held, beginning two business days after notice of the meeting for which the list was prepared is given, and continuing through the meeting. A member, a member's agent, or a member's attorney is entitled on written demand to inspect and, subject to the limitations of sections 414D-302(c) and 414D-305, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection; provided that a labor union organized under this chapter with a tax exemption under section 501(c)(5) of the federal Internal Revenue Code of 1986, as amended, shall not be required to provide copies of the membership list if doing so would violate any federal or state law relating to labor unions.

(c) The corporation shall make the list of members available at the meeting; provided that a request for the list is submitted no fewer than five business days prior to the scheduled date of the meeting. Any member, member's agent, or member's attorney is entitled to inspect the list at any time during the meeting or any adjournment.

(d) If the corporation refuses to allow a member, a member's agent, or a member's attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (b)), the court of the county where a corporation's principal office (or if none in this State, in the city and county of Honolulu) is located, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.

(e) Unless a written demand to inspect and copy a membership list has been made under subsection (b) prior to the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this section shall not affect the validity of action taken at the meeting.

(f) This section shall not apply to time share owners associations as defined in chapter 514E. [L 2001, c 105, pt of §1; am L 2002, c 130, §47; am L 2009, c 55, §20]
Haw. Rev. Stat. § 414D-243 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-243
Articles of dissolution.
Status: in_force

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department director articles of dissolution setting forth:

(1) The name of the corporation;

(2) The date dissolution was authorized;

(3) A statement that dissolution was approved by a sufficient vote of the board;

(4) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;

(5) If approval by members was required:

(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and

(B) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class;

(6) If approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to section 414D-242(a)(3), a statement that the approval was obtained.

(b) A corporation is dissolved upon the effective date of its articles of dissolution. The articles of dissolution may specify a delayed effective time and date, and if it does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the thirtieth day after the date it is filed. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 421C-29 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-29
Annual report.
Status: in_force

(a) Every association shall file with the director of commerce and consumer affairs an annual report as prescribed by the director. A copy of the report shall be submitted to the members at their annual meeting, mailed to each member of the association, or printed in an official publication of the association.

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

(c) Notwithstanding any other provision 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 every association 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 association's affairs as of January 1 of the year when filed;

(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 association's affairs as of April 1 of the year when filed;

(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 association's affairs as of July 1 of the year when filed; 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 association's affairs as of October 1 of the year when filed;

provided that if an association is formed in the same year in which the annual report is due, the association shall not be required to file an annual report for that year. Thereafter, the association shall comply with the requirements of this section. [L 1982, c 97, pt of §2 and c 204, §8; am L 1983, c 124, §17; am L 2002, c 130, §80]
Haw. Rev. Stat. § 421C-21 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-21
Issuance of stock and membership certificates.
Status: in_force

(a) No certificate for membership or any class of stock shall be issued until paid for in full.

(b) The amount required to be paid in on share or membership capital by members shall not exceed twenty-five per cent of the average monthly wage in this State, as defined by the department of labor and industrial relations.

(c) Associations shall make available to all members a statement listing all rights and privileges of membership. [L 1982, c 97, pt of §2]
Haw. Rev. Stat. § 415A-25 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-25
Penalties.
Status: in_force

(a) Each professional corporation that fails or refuses to answer truthfully within the time prescribed by this chapter interrogatories directed to the professional corporation in accordance with this chapter by the director shall be guilty of a class C felony.

(b) Each officer or director of a professional corporation who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories directed to that officer or director in accordance with this chapter by the director, or who signs any articles, statement, report, application, or other document filed with the director which is known to that officer or director to be false in any material respect, shall be deemed to be guilty of a class C felony. [L 1985, c 259, pt of §1; am L 1987, c 135, §129]
Haw. Rev. Stat. § 414D-53 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-53
Emergency powers.
Status: in_force

(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:

(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:

(1) Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

(2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:

(1) Binds the corporation; and

(2) May not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 425E-1103 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1103
Articles of conversion.
Status: in_force

(a) If a plan of conversion has been approved in accordance with section 425E-1102 and has not been abandoned, articles of conversion shall be executed by a partner, officer, or other duly authorized representative of the converting entity and shall set forth:

(1) A statement certifying the following:

(A) The name, entity type, and state or country of incorporation, formation, or organization of the converting and converted entities;

(B) That a plan of conversion has been approved in accordance with section 425E-1102;

(C) That an executed plan of conversion is on file at the principal place of business of the converting entity and stating the address thereof; and

(D) That a copy of the plan of conversion shall be furnished by the converting entity prior to the conversion or the converted entity after the conversion, on written request and without cost, to any limited partner of the converting entity or the converted entity; and

(2) A statement that the approval of the plan of conversion was duly authorized by all action required by the laws under which the converting entity was incorporated, formed, or organized.

(b) The articles of conversion shall be delivered to the director for filing.

(c) The converted entity, if a domestic corporation, domestic professional corporation, domestic nonprofit corporation, domestic general partnership, domestic limited partnership, or domestic limited liability company shall attach a copy of its respective registration documents to the articles of conversion. [L 2003, c 210, pt of §1; am L 2009, c 23, §12]
Haw. Rev. Stat. § 415A-22 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-22
Annual report.
Status: in_force

(a) The annual report of each professional corporation shall be delivered to the director for filing and shall set forth:

(1) The name of the corporation;

(2) The profession or professions that it is or are actually engaged in;

(3) The mailing address of its principal office, the street address of its registered office in this State, and the name of its registered agent at its registered office in the State;

(4) The names and addresses of the directors and officers of the corporation;

(5) A statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes, if any;

(6) A statement of the aggregate number of shares issued by the corporation, itemized by classes, if any; and

(7) A statement that all of the shareholders, not less than one-half of the directors, and all of the officers other than the secretary and treasurer of the corporation are qualified persons with respect to the corporation.

(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 professional corporations whose date of incorporation in this State falls between:

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

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

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

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

provided that if a professional corporation is incorporated in the same year in which the annual report is due, the professional corporation shall not be required to file an annual report for that year. Thereafter, the professional corporation shall comply with the requirements of this section. [L 1985, c 259, pt of §1; am L 1987, c 135, §126; am L 2000, c 219, §28; am L 2002, c 130, §78; am L 2003, c 124, §42]
Haw. Rev. Stat. § 414-173 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-173
Demand.
Status: in_force

No shareholder may commence a derivative proceeding until:

(1) A written demand has been made upon the corporation to take suitable action; and

(2) Ninety days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 421-19 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-19
Misdemeanor to induce breach of marketing contract to cooperative association; spreading false reports about the management or finances thereof.
Status: in_force

Any person or any corporation whose officers or employees knowingly induce or attempt to induce any member or stockholder of an association to violate the member's or stockholder's marketing contract with the association, or who maliciously and knowingly spreads false reports about the finances or management thereof, shall be fined not less than $100 nor more than $1,000 for each offense; and shall be liable to the association aggrieved in a civil suit in the penal sum of $500 for each offense.
Haw. Rev. Stat. § 425-16 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-16
Fees, government realizations.
Status: in_force

All fees received by virtue of this part shall be accounted for as part of the revenue of the State.
Haw. Rev. Stat. § 414-176 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-176
Discontinuance or settlement.
Status: in_force

A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
Haw. Rev. Stat. § 425-165 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-165
§§425-165 and 425-166 REPEALED.
Status: repealed

§§425-165 and 425-166 REPEALED. L 2002, c 130, §§115, 116.
Haw. Rev. Stat. § 414D-245 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-245
Effect of dissolution.
Status: in_force

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

(1) Preserving and protecting its assets and minimizing its liabilities;

(2) Discharging or making provision for discharging its liabilities and obligations;

(3) Disposing of its properties that will not be distributed in kind;

(4) Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which occurs by reason of the dissolution in accordance with that condition;

(5) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;

(6) If the corporation is a public benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets to one or more persons described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one or more public benefit corporations;

(7) If the corporation is not a public benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving; and

(8) Doing every other act necessary to wind up and liquidate its assets and affairs.

(b) Dissolution of a corporation does not:

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

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

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

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

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

(6) Terminate the authority of the registered agent. [L 2001, c 105, pt of §1; am L 2004, c 171, §10; am L 2010, c 43, §4]
Haw. Rev. Stat. § 414D-146 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-146
Waiver of notice of meeting.
Status: in_force

(a) A director may at any time waive any notice required by this chapter, the articles, or the bylaws. Except as provided in subsection (b), the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.

(b) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director at the beginning of the meeting or prior to the vote on a matter not noticed in conformity with this chapter, the articles, or the bylaws, objects to lack of notice and does not thereafter vote for or assent to the objected to action. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 421J-4 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-4
Proxies.
Status: in_force

(a) A proxy shall be in writing and shall be valid for only a specified meeting of the association and any adjournments of that meeting.

(b) A member of the association may give a proxy to any person or the board of directors as an entity, and the proxy may be limited as indicated by the member. No proxy shall be irrevocable unless:

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

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

(c) To be valid, a proxy shall:

(1) Be delivered to the secretary of the association or the managing agent, if any, no later than 4:30 p.m. on the second business day prior to the date of the meeting to which it pertains; and

(2) Contain at least the name of the association, the date of the meeting of the association, the printed name and signature of the person or persons giving the proxy, the unit or units for which the proxy is given, and the date that the proxy is given.

(d) If a proxy is a standard proxy form authorized by the association, the proxy shall contain boxes wherein the owner may indicate that the proxy is given:

(1) For quorum purposes only;

(2) To the individual whose name is printed on a line next to this box;

(3) To the board of directors as a whole and that the vote be made on the basis of the preference of the majority of the directors present at the meeting; or

(4) To those directors present at the meeting and the vote to be shared with each board member receiving an equal percentage;

provided that if the proxy is returned with no box or more than one of the boxes in paragraphs (1) through (4) checked, the proxy shall be counted for quorum purposes only.

(e) Any board of directors that intends to use association funds to distribute proxies that include the election of directors shall first post notice of its intent to distribute proxies in prominent locations within the project at least twenty-one days prior to its distribution of proxies; provided that if the board receives within seven days of the posted notice a request by any owner for nomination to the board accompanied by a statement, the board shall mail to all owners either:

(1) A proxy form containing the names of all owners who have requested nomination to the board accompanied by their statements; or

(2) A proxy form containing no names, but accompanied by a list of names of all owners who have requested nomination to the board and their statements.

The statement shall be limited to black text on white paper and shall indicate the owner's qualifications to serve on the board or reasons for wanting to receive proxies. If the board's notice of intent to distribute proxies states that the statement shall not exceed one hundred words, but a longer statement shall be available on the Internet, then: the owner may provide a written statement, not to exceed one hundred words, together with a longer statement in an electronic file not to exceed one hundred kilobytes; and the mailing of the written statements by the association shall include an internet link informing owners that longer statements shall be available on the Internet. In all other instances, the statement shall not exceed one single-sided eight and one-half inches by eleven inches page and the association shall not be required to make a longer statement available on the Internet.

(f) Nothing in this section shall affect the holder of any proxy under a first mortgage of record encumbering an apartment or under an agreement of sale affecting an apartment.

(g) Nothing in this section shall prohibit the use of proxies for filling vacancies that occur after the notice of the annual meeting has been distributed.

(h) No managing agent or resident manager, or employee thereof, shall solicit, for use by the managing agent or resident manager, any proxies from any member of the association that retains the managing agent or employs the resident manager, nor shall the managing agent or resident manager cast any proxy vote at any association meeting except for the purpose of establishing a quorum. [L 1997, c 132, pt of §1; am L 2001, c 191, §1; am L 2016, c 238, §1; am L 2017, c 101, §3]
Haw. Rev. Stat. § 425E-112 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-112
Business transactions between a partner and the partnership.
Status: in_force

A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person who is not a partner.
Haw. Rev. Stat. § 414D-19 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-19
Shares of stock and dividends prohibited; compensation; distribution.
Status: in_force

A corporation under this chapter shall not authorize or issue shares of stock except for limited-equity housing cooperatives. No dividend shall be paid and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers. A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and upon dissolution or final liquidation may make distributions to its members as permitted by this chapter; provided that no such payment, benefit, or distribution shall be deemed to be a dividend or a distribution of income or profit.
Haw. Rev. Stat. § 414-358 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-358
After-acquired shares.
Status: in_force

(a) A corporation may elect to withhold payment required by section 414-356 from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.

(b) To the extent the corporation elects to withhold payment under subsection (a), after taking the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under section 414-359. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-140 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-140
Removal of directors by judicial proceeding.
Status: in_force

(a) The circuit court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least ten per cent of the voting power of any class, or the attorney general in the case of a public benefit corporation, if the court finds that with respect to the corporation, the director's removal is in the best interest of the corporation due to:

(1) The director's fraudulent or dishonest conduct;

(2) The director's gross abuse of authority or discretion; or

(3) A final judgment finding that the director has violated a duty set forth in sections 414D-149 and 414D-152, and that removal is in the best interest of the corporation.

(b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.

(c) If members or the attorney general commence a proceeding under subsection (a), the corporation shall be made a party defendant.

(d) If a public benefit corporation or its members commence a proceeding under subsection (a), within ten days of its commencement, they shall give the attorney general written notice of the proceeding. [L 2001, c 105, pt of §1; am L 2004, c 171, §7]
Haw. Rev. Stat. § 414-125 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-125
Notice of meeting.
Status: in_force

(a) A corporation shall notify shareholders of the date, time, and place, if any, of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. If means of remote communication are authorized for use in a meeting, regardless of whether the meeting is held at a designated place or solely by means of remote communication, the notice shall also inform shareholders of the means of remote communication by which shareholders may be deemed to be present in person and allowed to vote. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

(b) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

(c) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.

(d) If not otherwise fixed under section 414-123 or 414-127, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.

(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. In addition, if the annual or special shareholders' meeting was held solely by means of remote communication, and the adjourned meeting will be held by a means of remote communication by which shareholders may be deemed to be present in person and vote, notice need not be given of the new means of remote communication if the new means of remote communication is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 414-127, however, notice of the adjourned meeting shall be given under this section to shareholders who are entitled to notice of the new record date. [L 2000, c 244, pt of §1; am L 2001, c 129, §20; am L 2002, c 130, §18; am L 2004, c 121, §5]
Haw. Rev. Stat. § 421C-11.5 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-11.5
Articles.
Status: in_force

(a) Articles shall be certified and executed by each of the incorporators, if natural persons, and by the president and secretary of the association, before any officer authorized to take acknowledgments, and shall contain the following:

(1) The name of the association which shall contain the term "cooperative" or some abbreviation thereof notwithstanding section 421-5;

(2) The mailing address and zip code of its principal office, which shall be in the State, the street address of the association's initial registered office, and the name of its initial registered agent at its initial registered office;

(3) The purposes and powers of the association;

(4) The duration of the association;

(5) The number, names, and titles of the initial officers and directors, or similar officers;

(6) The names and addresses of the incorporators, and if organized with stock, a statement of the number of shares subscribed by each, which shall not be less than one, and the class of shares for which each subscribed;

(7) If organized with stock, the total authorized number of shares and the par value of each share, if any; and if more than one class of stock is authorized, a description of the classes of shares, the number of shares in each class, the relative rights, preferences, and restrictions granted to or imposed upon the shares of each class, and the interest-dividends to which each class shall be entitled; and

(8) If organized without stock, whether the property rights and interest of each member are equal or unequal, and if unequal, the rule by which the rights and interest shall be determined.

(b) The articles may also contain any other provisions, consistent with law for regulating the association's business or the conduct of its affairs. [L 1984, c 217, §4; am L 1988, c 373, §23; am L 2003, c 124, §46]
Haw. Rev. Stat. § 425E-102 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-102
Definitions.
Status: in_force

As used in this chapter:

"Certificate of limited partnership" means the certificate required by section 425E-201. The term includes the certificate as amended or restated.

"Contribution", except in the phrase "right of contribution", means any benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner.

"Debtor in bankruptcy" means a person that is the subject of:

(1) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or

(2) A comparable order under federal, state, or foreign law governing insolvency.

"Director" means the director of the department of commerce and consumer affairs.

"Distribution" means a transfer of money or other property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee.

"Entity" includes domestic and foreign corporations, domestic professional corporations, domestic and foreign limited liability companies, domestic and foreign nonprofit corporations, domestic and foreign business trusts, estates, domestic and foreign partnerships, domestic and foreign limited partnerships, domestic and foreign limited liability partnerships, trusts, two or more persons having joint or common economic interest, associations and cooperative associations, and state, federal, and foreign governments.

"Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to section 425E-404(c).

"Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.

"General partner" means:

(1) With respect to a limited partnership, a person that:

(A) Becomes a general partner under section 425E-401; or

(B) Was a general partner in a limited partnership when the limited partnership became subject to this chapter under section 425E-1204(a) or (b); and

(2) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.

"Individual" means a natural person.

"Limited liability limited partnership", except in the phrase "foreign limited liability limited partnership", means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership.

"Limited partner" means:

(1) With respect to a limited partnership, a person that:

(A) Becomes a limited partner under section 425E-301; or

(B) Was a limited partner in a limited partnership when the limited partnership became subject to this chapter under section 425E-1204(a) or (b); and

(2) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.

"Limited partnership", except in the phrases "foreign limited partnership" and "foreign limited liability limited partnership", means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by two or more persons or becomes subject to this chapter under article 11 or section 425E-1204(a) or (b). The term includes a limited liability limited partnership.

"Partner" means a limited partner or general partner.

"Partnership agreement" means the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended.

"Person" includes any individual or entity.

"Person dissociated as a general partner" means a person dissociated as a general partner of a limited partnership.

"Principal office" means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this State.

"Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

"Registered office" means the office that a domestic or foreign limited partnership is required to register and maintain under section 425E-114.

"Required information" means the information that a limited partnership is required to maintain under section 425E-111.

"Sign" means to execute or adopt a tangible symbol with the present intent to authenticate a record or to attach or logically associate an electronic symbol, sound, or process to or with a record with the present intent to authenticate the record.

"State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

"This State" means the State of Hawaii.

"Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.

"Transferable interest" means a partner's right to receive distributions.

"Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. [L 2003, c 210, pt of §1; am L 2004, c 121, §35; am L 2006, c 184, §20]
Haw. Rev. Stat. § 415A-28 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-28
Application to existing corporations.
Status: repealed

(a) This chapter shall apply to all existing professional corporations organized under any general act of this State which is repealed by this chapter.

(b) Any corporation organized under any act of this State which is not repealed hereby may become subject to the provisions of this chapter by delivering to the director duly executed articles of amendment stating that the corporation elects to become subject to this chapter and containing the amendment of its corporate name or purposes as may be required to comply with this chapter.

(c) This chapter shall not apply to any corporation now in existence or hereafter organized under any act of this State which is not repealed hereby unless the corporation voluntarily becomes subject to this chapter as provided in this chapter, and nothing contained in this chapter shall alter or affect any existing or future right or privilege permitting or not prohibiting performance of professional services through the use of any other form of business organization. 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, 1987. [L 1985, c 259, pt of §1; am L 1987, c 135, §132; am L 1996, c 13, §10]
Haw. Rev. Stat. § 414-473 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-473
Penalties imposed upon corporations.
Status: in_force

Each corporation, domestic or foreign, that fails or refuses to file its annual report for any year within the time prescribed by this part shall be subject to a forfeiture of an amount to be determined by the department director not exceeding $100 for every violation, neglect, or failure, to be recovered by action brought in the name of the State by the department director. A continuance of a failure to file the required report shall be a separate offense for each thirty days of the continuance. The department director, for good cause shown, may reduce or waive the penalty imposed by this section.
Haw. Rev. Stat. § 429-3 — HI Code / Division 2 / Title 23A / Chapter 429 / Section 429-3
Territorial application.
Status: in_force

Real and personal property in this State may be acquired, held, encumbered, and transferred by a nonprofit association, whether or not the nonprofit association or a member has any other relationship to this State.
Haw. Rev. Stat. § 428-1302 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-1302
Penalties.
Status: in_force

(a) Each limited liability company and foreign limited liability company that fails or refuses to file its annual report for any year within the time prescribed by this chapter shall be subject to a forfeiture of an amount to be determined by the director not exceeding $100 for every such offense, violation, neglect, or failure, to be recovered by action brought in the name of the State by the director. A continuance of a failure to file the required statement shall be a separate offense for each thirty days of the continuance. The director, for good cause shown, may reduce or waive the penalty imposed by this section.

(b) Each limited liability company, domestic or foreign, that delivers for filing to, files, or causes to be filed with the director any record, statement, or other document required by this chapter which is known to the limited liability company to be false in any material respect, shall be guilty of a class C felony.

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

(d) Any person who negligently but without intent to defraud signs or certifies as correct any record, statement, or other document filed pursuant to this chapter, which is false in any material particular, shall be punished by a fine not exceeding $500.

(e) Each domestic or foreign limited liability company that knowingly fails or intentionally refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories directed to the limited liability company by the director in accordance with this chapter shall be guilty of a class C felony.

(f) Any manager or member of a domestic or foreign limited liability company who knowingly fails or intentionally refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories directed to the manager or member of a limited liability company by the director in accordance with this chapter shall be guilty of a class C felony.

(g) A person has "knowledge" of a fact within the meaning of this section not only when the person has actual knowledge, but also when the person has knowledge of the other facts as in the circumstances showing bad faith. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 425-129 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-129
Partner's transferable interest subject to charging order.
Status: in_force

(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. 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.

(b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of 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 partnership property, by one or more of the other partners; or

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

(d) This part does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.

(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 414D- — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-
303 ] Scope of inspection rights.
Status: in_force

(a) A member's agent or attorney shall have the same inspection and copying rights as the member the agent or attorney represents.

(b) The right to copy records under section 414D-302 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

(c) The corporation may impose a reasonable charge, covering the costs of labor and materials, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.

(d) The corporation may comply with a member's demand to inspect the record of members under section 414D-302(b)(3) by providing the member with a list of its members that was compiled no earlier than the date of the member's demand. [L 2001, c 105, pt of §1]Without consent of the board, a membership list or any part thereof shall not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board, a membership list or any part thereof shall not be:

(1) Used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

(2) Used for any commercial purpose;

(3) Sold to or purchased by any person; or

(4) Published in whole or in part to the general public. [L 2001, c 105, pt of §1; am L 2002, c 130, §69]
Haw. Rev. Stat. § 415A-26 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-26
REPEALED.
Status: in_force

L 1987, c 135, §130.
Haw. Rev. Stat. § 415A-2 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-2
Definitions.
Status: in_force

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

"Director" means the director of commerce and consumer affairs.

"Disqualified person" means any natural person, corporation, partnership, fiduciary, trust, association, government agency, or other entity which for any reason is or becomes ineligible under this chapter to own shares issued by a professional corporation.

"Licensing authority" means the officer, board, agency, court, or other authority in this State which has the power to issue a license or other legal authorization to render a professional service.

"Other entity" includes a domestic or foreign corporation, whether organized for profit or not, a domestic or foreign limited liability company, general partnership, limited partnership, or limited liability partnership.

"Professional corporation" means a domestic professional corporation for profit subject to this chapter.

"Professional service" means any service that lawfully may be rendered only by persons licensed under chapters 442, 448, 453, 455, 457, 459, 461, 463E, 465, 466, 471, and 605.

"Qualified person" means an individual who is eligible under this chapter to own shares issued by a professional corporation. [L 1985, c 259, pt of §1; am L 1987, c 135, §106 and c 300, §2; am L 1989, c 81, §1; am L 1995, c 198, §5; am L 1996, c 13, §8; am L 1997, c 48, §1; am L 1999, c 280, §8; am L 2002, c 40, §42 and c 130, §73; am L 2009, c 11, §49 ; am L 2021, c 32, §3]
Haw. Rev. Stat. § 414D-104 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-104
Action by written consent.
Status: in_force

(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members at a meeting may be approved without a meeting of members if the action is approved by members holding at least eighty per cent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty per cent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) If not otherwise determined under section 414D-103 or 414D-107, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).

(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the director.

(d) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten days after the written notice is given. [L 2001, c 105, pt of §1; am L 2002, c 130, §45]
Haw. Rev. Stat. § 419-2 — HI Code / Division 2 / Title 23 / Chapter 419 / Section 419-2
Articles of incorporation; contents.
Status: in_force

(a) Articles of incorporation under this chapter shall be delivered to the director for filing, certified and executed by the bishop, chief priest, presiding elder, or other presiding officer forming the corporation sole and shall set forth:

(1) The name of the corporation;

(2) The name and address of the officer forming the corporation, the office which the officer holds in the church, and that the officer is duly authorized by the rules, regulations, or discipline of the church to take the action;

(3) The boundaries of the district subject to the ecclesiastical jurisdiction of the officer forming the corporation sole, in accordance with the rules, regulations, or discipline of the church;

(4) The place of the principal office of the corporation sole, which shall be in the State;

(5) The term for which the corporation sole is organized, which may be perpetual;

(6) The manner in which any vacancy occurring in the office of the bishop, chief priest, presiding elder, or other presiding officer forming the corporation sole is required to be filled by the rules, regulations, or constitution of the church;

(7) Additional powers to be set forth in its articles, in accordance with section 414D-52;

(8) Any lawful provision for the regulation of the affairs of the corporation sole, including restrictions upon the power to amend all or any part of the articles; and

(9) That the corporation is not organized for profit.

(b) If any articles of incorporation presented to the director under this chapter are not in conformity with the requirements of this section the director shall return the same to the incorporator specifying wherein the same fails to conform with this section and the incorporator may amend the articles and present them so amended. If the articles of incorporation are in conformity with law, the director shall file the articles of incorporation. [L Sp 1941, c 58, pt of §1(6766); RL 1945, §8402; RL 1955, §175-2; am L Sp 1959 2d, c 1, §15; am L 1963, c 114, §3; HRS §419-2; am L 1980, c 259, §15; am L 1982, c 204, §8; am L 1983, c 124, §17; gen ch 1985; am L 1988, c 373, §13; am L 2002, c 40, §53]
Haw. Rev. Stat. § 428-902.6 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-902.6
Articles of conversion.
Status: in_force

(a) If a plan of conversion has been approved in accordance with section 428-902.5 and has not been abandoned, articles of conversion shall be executed by an officer or other duly authorized representative of the converting entity and shall set forth:

(1) A statement certifying the following:

(A) The name, type of entity, and state or country of incorporation, formation, or organization of the converting and converted entities;

(B) That a plan of conversion has been approved;

(C) That an executed plan of conversion is on file at the principal place of business of the converting entity and stating the address thereof; and

(D) That a copy of the plan of conversion shall be furnished by the converting entity prior to the conversion or by the converted entity after the conversion on written request and without cost, to any member, shareholder, partner, or owner of the converting entity or the converted entity;

(2) If the converting entity is a domestic limited liability company, the total number of authorized votes, and the number voted for and against the plan; and

(3) If the converting entity is a foreign limited liability company or other entity, a statement that the approval of the plan of conversion was duly authorized and complied with the laws under which it was incorporated, formed, or organized.

(b) The articles of conversion shall be delivered to the director. The converted entity, if a domestic corporation, domestic professional corporation, domestic nonprofit corporation, general partnership, limited partnership, or domestic limited liability company shall attach a copy of its respective registration documents with the articles of conversion.

(c) If the director finds that the articles of conversion satisfy the requirements provided by law, and that all required documents are filed, the director, after all fees have been paid shall:

(1) Stamp the articles of conversion and include the date of the filing;

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

(3) Issue a certificate of conversion to the converted entity or its authorized representatives. [L 1999, c 280, pt of §6; am L 2001, c 129, §99; am L 2009, c 23, §13]
Haw. Rev. Stat. § 414-286 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-286
Articles of amendment.
Status: in_force

A corporation amending its articles of incorporation shall deliver to the department director for filing articles of amendment setting forth:

(1) The name of the corporation;

(2) The text of each amendment adopted;

(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, a statement that provisions necessary to effect the exchange, reclassification, or cancellation have been made;

(4) The date of each amendment's adoption;

(5) If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and

(6) If an amendment was approved by the shareholders:

(A) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting; and

(B) Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-113 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-113
Proxies.
Status: in_force

(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact. A member may authorize another person to act as a proxy for the member by:

(1) Executing a writing authorizing another person or persons to act as a proxy for the member, which may be accomplished by the member or the member's authorized attorney-in-fact, officer, director, employee, or agent signing the writing or causing the member's signature to be affixed to the writing by any reasonable means, including without limitation the use of a facsimile signature; or

(2) Transmitting or authorizing the transmission of a telegram, cablegram, facsimile, or other means of electronic transmission authorizing the person or persons to act as a proxy for the member to the person or persons who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or similar agent duly authorized by the person who will be the holder of the proxy to receive the transmission; provided that any such transmission shall specify that the transmission was authorized by the member. A copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission created pursuant to the foregoing may be used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided that any such copy, facsimile telecommunication, or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(b) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form; provided that no proxy shall be valid for more than three years from its date of execution, unless otherwise specifically provided in the corporation's bylaws.

(c) An appointment of a proxy is revocable by the member.

(d) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

(e) An appointment of a proxy is revocable by the member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest without limitation include the appointment of:

(1) A pledgee;

(2) A creditor of the corporation who extended it credit under terms requiring the appointment;

(3) An employee of the corporation whose employment contract requires the appointment; or

(4) A party to a voting agreement created under section 414D-117.

(f) Subject to section 414D-116 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment. [L 2001, c 105, pt of §1; am L 2002, c 130, §§48, 49]
Haw. Rev. Stat. § 415A-16.5 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-16.5
Conversion into and from professional corporations.
Status: in_force

(a) A professional corporation may adopt a plan of conversion and convert to any other entity if:

(1) The board of directors and shareholders of the professional corporation approve a plan of conversion in the manner prescribed by section 414-313 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 shareholder of the converting entity, unless otherwise agreed to by that shareholder, 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 shareholders of the professional corporation, as a result of the conversion, shall not become personally liable without the shareholders' 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 other entity may adopt a plan of conversion and convert to a professional corporation if the conversion is permitted by and complies with the laws under which the 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 professional corporation is approved, and at any time before the conversion becomes effective, the plan of conversion may be abandoned by the professional corporation without shareholder action and in accordance with the procedures set forth in the plan of conversion or, if these procedures are not provided in the plan, in the manner determined by the board of directors. 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 §2; am L 2001, c 129, §54; am L 2002, c 40, §49]
Haw. Rev. Stat. § 421C-20 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-20
Admission to membership.
Status: in_force

The bylaws may provide that a subscriber may vote and hold office prior to payment in full of share or membership capital.
Haw. Rev. Stat. § 420D-11 — HI Code / Division 2 / Title 23 / Chapter 420D / Section 420D-11
Annual benefit report.
Status: in_force

(a) A sustainable business corporation shall deliver to each shareholder an annual benefit report including:

(1) A narrative description of:

(A) The ways in which the sustainable business corporation pursued general public benefits during the year and the extent to which general public benefit was created;

(B) The ways in which the sustainable business corporation pursued any specific public benefit that the articles state as a purpose of the sustainable business corporation and the extent to which that specific public benefit was created; and

(C) Any circumstances that have hindered the creation by the sustainable business corporation of general or specific public benefits;

(2) An assessment of the overall social and environmental performance of the sustainable business corporation, prepared in accordance with a third-party standard under section 420D-12 applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application;

(3) The name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed;

(4) The compensation paid by the sustainable business corporation during the year to each director in the person's capacity as director;

(5) The name of each person who owns five per cent or more of the outstanding shares of the sustainable business corporation either beneficially to the extent known to the sustainable business corporation or of record;

(6) The statement of the benefit director described in section 420D-7(c);

(7) A statement of any connection to the organization that developed the third-party standard under section 420D-12, or its directors, officers, or material owners from the sustainable business corporation, or its directors, officers, and material owners, including any financial or governance relationship that might materially affect the credibility of the objective assessment of the third-party standard; and

(8) A statement that, as a private corporation under the direction of its board and accountable to its shareholders and the articles and bylaws of the sustainable business corporation, including those governing the general or specific public benefit purpose and the activities of the sustainable business corporation, the sustainable business corporation and its activities are subject to the oversight of the board of the sustainable business corporation and are not subject to the direct oversight, regulation, or endorsement of any governmental body.

(b) A sustainable business corporation shall post a draft of its benefit report on the public section of its website, or make it otherwise available to the public, for a sixty-day public comment period prior to final publication of the benefit report. The deadline for a commentary shall be published in a publicly accessible manner.

(c) The benefit report shall be sent annually to each shareholder within one hundred twenty days following the end of the fiscal year of the sustainable business corporation.

(d) A sustainable business corporation shall post its most recent benefit report on the public portion of its website, if any, except that the compensation paid to directors and any financial or proprietary information included in the benefit report may be omitted from the benefit report as posted. If a sustainable business corporation does not have a public website, it shall deliver a copy of its most recent benefit report upon request and without charge to any person who requests a copy. [L 2011, c 209, pt of §1]
Haw. Rev. Stat. § 414D-206 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-206
Bequests, devises, and gifts.
Status: in_force

Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.
Haw. Rev. Stat. § 414D-73 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-73
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. § 414-72 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-72
Terms of class or series determined by board of directors.
Status: in_force

(a) If and to the extent the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in section 414-71) of:

(1) Any class of shares before the issuance of any shares of that class; or

(2) One or more series within a class before the issuance of any shares of that series.

(b) Each series of a class must be given a distinguishing designation.

(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

(d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the department director for filing an articles of amendment, or a resolution, which is effective without shareholder action, that sets forth:

(1) The name of the corporation;

(2) The text of the amendment or resolution determining the terms of the class or series or shares;

(3) The date it was adopted; and

(4) A statement that the amendment or resolution was duly adopted by the board of directors.

Upon the filing of the articles of amendment or resolution by the department director, it shall constitute an amendment of the articles of incorporation. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414-311 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-311
Merger.
Status: in_force

(a) Pursuant to a plan of merger adopted by the board of directors and approved by the shareholders (if required under section 414-313), a domestic or foreign corporation may merge with one or more domestic professional corporations, or with one or more corporations or other business entities formed or organized under the laws of this State, any state or territory of the United States, any foreign jurisdiction, or any combination thereof, with one of the domestic professional corporations, domestic or foreign corporations, or other business entities whether domestic or foreign, being the surviving entity, as provided in the plan; provided that the merger is permitted by the law of the state or country under whose law each foreign entity that is a party to the merger is organized.

(b) The plan of merger shall set forth:

(1) The name and jurisdiction of formation or organization of each entity that is a party to the merger;

(2) The name of the surviving entity with or into which the other entity or entities will merge;

(3) The terms and conditions of the merger;

(4) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving entity, or into cash or other property in whole or in part;

(5) The street address of the surviving entity's principal place of business or, if no street address is available, the rural post office number or post office box designated or made available by the United States Postal Service; and

(6) Amendments, if any, to the organizing articles of the surviving entity or, if no amendments are desired, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger.

(c) A plan of merger may set forth other provisions relating to the merger.

(d) If a foreign corporation survives a merger, it shall not do business in this State until an application for a certificate of authority is filed with the department director if the foreign corporation is not already authorized to do business in the State.

(e) The surviving entity shall furnish a copy of the plan of merger, on request and without cost, to any member, shareholder, or partner of any entity that is a party to the merger. [L 2000, c 244, pt of §1; am L 2002, c 41, §6; am L 2004, c 121, §8]
Haw. Rev. Stat. § 425-161 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-161
Foreign limited liability partnerships; effect of failure to qualify.
Status: in_force

(a) A foreign limited liability partnership engaged in the transaction of business in this State shall not maintain an action or proceeding in this State unless it has in effect a statement of foreign qualification.

(b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification shall not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State.

(c) A limitation on personal liability of a partner is not waived solely by the transaction of business in this State without a statement of foreign qualification.

(d) If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the director shall be its agent for service of process with respect to a right of action arising out of a business transaction in this State. [L 2000, c 218, pt of §1]
Haw. Rev. Stat. § 421J-3 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-3
Board of directors.
Status: reserved

(a) Every member of the board of directors shall be a member of the association. However, a developer may appoint or elect directors pursuant to any special voting rights or power of appointment reserved to the master developer.

(b) The board of directors shall be composed of the number and group of persons specified in the association documents. There shall not be more than one representative on the board of directors from any one unit that is owned by any person other than the master developer or declarant. [L 1997, c 132, pt of §1]
Haw. Rev. Stat. § 414-177 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-177
Payment of expenses.
Status: in_force

On termination of the derivative proceeding the court may:

(1) Order the corporation to pay the plaintiff's reasonable expenses (including counsel fees) incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;

(2) Order the plaintiff to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or

(3) Order a party to pay an opposing party's reasonable expenses (including counsel fees) incurred because of the filing of a pleading, motion, or other paper, if it finds that the pleading, motion, or other paper was not well-grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 421J-12 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-12
Amendment of association documents when no procedure provided.
Status: in_force

(a) Whenever an association document provides that it may be amended by the vote of association members at a meeting, the association document may also be amended by the written consent of the same percentage of association members without a meeting.

(b) Whenever neither an association document nor any applicable law provide procedures for amendment of that document, the association document may be amended by the vote or written consent of association members representing three-fourths of the votes which association members are entitled to cast with respect to a declaration and two-thirds of the votes which association members are entitled to cast with respect to other association documents; provided that this section shall not apply to articles of incorporation or any association documents which by their terms or as a matter of law may be adopted or amended by the board of directors. Nothing in this section shall be deemed to supersede or override any provision of any association documents related to amendments, or any provision of any law pertaining to associations or corporations.

(c) For purposes of this section, a requirement in any association document that an owner must sign an amendment to that document shall be satisfied by the receipt of a written consent signed by the owner. [L 1997, c 132, pt of §1; am L 2008, c 70, §4]
Haw. Rev. Stat. § 421-15 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-15
Officers.
Status: in_force

The board shall elect a president, a secretary, and a treasurer, and may elect one or more vice presidents, and such other officers as may be authorized in the bylaws. The president and at least one of the vice presidents must be members and directors, but a vice president who is not a director cannot succeed to or fill the office of president. Any two of the offices of vice president, secretary, and treasurer may be combined in one person.
Haw. Rev. Stat. § 421J-10 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-10
Attorneys' fees and expenses of enforcement.
Status: in_force

(a) All costs and expenses, including reasonable attorneys' fees, incurred by or on behalf of the association for:

(1) Collecting any delinquent assessments against any unit or the owner of any unit;

(2) Foreclosing any lien on any unit; or

(3) Enforcing any provision of the association documents or this chapter;

against a member, occupant, tenant, employee of a member, or any other person who in any manner may use the property, shall be promptly paid on demand to the association by such person or persons; provided that if the association is not the prevailing party, all costs and expenses, including reasonable attorneys' fees, incurred by any such person or persons as a result of the action of the association, shall be promptly paid on demand to the person by the association. The reasonableness of any attorney's fees paid by a person or by an association as a result of an action pursuant to paragraph (2) shall be determined by the court.

(b) If any member is the prevailing party in any action against an association, any of its officers or directors, or its board of directors to enforce any provision of the association documents or this chapter, then all reasonable and necessary expenses, costs, and attorneys' fees incurred by the member shall be awarded to the member; provided that no such award shall be made in any derivative action unless:

(1) The member first shall have demanded and allowed reasonable time for the board of directors to pursue an enforcement action; or

(2) The member demonstrates to the satisfaction of the court that a demand for enforcement made to the board of directors would have been fruitless.

If a member is not the prevailing party in any court action against an association, any of its officers or directors, or its board of directors, to enforce any provision of the association documents or this chapter, then all reasonable and necessary expenses, costs, and attorneys' fees incurred by the association shall be awarded to the association, unless the action was filed in small claims court, or, prior to filing the action in a higher court, the owner has first submitted the claim to mediation pursuant to section 421J-13, and made a good faith effort to resolve the dispute under any of those procedures.

(c) Nothing in this section shall be construed to prohibit the board of directors from authorizing the use of a collection agency. [L 1997, c 132, pt of §1]
Haw. Rev. Stat. § 415A-27 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-27
Application of business corporation act.
Status: in_force

The provisions of chapter 414, shall apply to professional corporations, except to the extent that the provisions are inconsistent with this chapter.
Haw. Rev. Stat. § 425E-1004 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1004
Pleading.
Status: in_force

In a derivative action, the complaint shall state with particularity:

(1) The date and content of the plaintiff's demand and the general partners' response to the demand; or

(2) Why demand should be excused as futile. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 425-152 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-152
Limited liability partnerships; formation.
Status: in_force

(a) A partnership may become a limited liability partnership if the partnership:

(1) Obtains the partnership's approval of the terms and conditions upon which the partnership shall become a limited liability partnership;

(2) Files a registration statement with the director pursuant to part I, either prior to, or simultaneously with the filing of a statement of qualification as provided by this subpart; and

(3) Is in good standing pursuant to part I.

(b) The terms and conditions upon which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement; provided that where a partnership agreement specifies the vote necessary to amend provisions of the partnership agreement controlling obligations to contribute to the partnership, approval shall be by the vote necessary to amend those provisions.

(c) The filing of a statement of qualification pursuant to this subpart establishes that a partnership has satisfied all conditions precedent to qualification of the partnership as a limited liability partnership. [L 2000, c 218, pt of §1]
Haw. Rev. Stat. § 428-810 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-810
Procedure for and effect of administrative termination.
Status: in_force

(a) If the director determines that one or more grounds exist to administratively terminate a limited liability company, the director may declare the company terminated. Before the director declares a limited liability company terminated, the director shall mail a notice of the grounds for termination to the company and may give public notice of the intention to terminate the limited liability company.

(b) If the limited liability company does not correct each ground for termination or demonstrate to the reasonable satisfaction of the director that each ground determined by the director does not exist within sixty days after mailing of the notice of intention to terminate the limited liability company, the director shall administratively terminate the company by signing a decree of termination that recites the ground or grounds for termination and its effective date. The decree shall be filed in the director's office.

(c) A limited liability company administratively terminated continues its existence temporarily but may carry on only business necessary to wind up and liquidate its business and affairs under section 428-802 and to notify claimants under section 428-807. The company ceases existence upon the completion of these matters.

(d) The administrative termination of a limited liability company does not terminate the authority of its agent for service of process.

(e) Any manager, member, or creditor of an administratively terminated limited liability company may petition the circuit court to appoint a trustee to settle its affairs. If a trustee is appointed, the trustee shall pay to the State out of any funds that may come into the trustee's possession as trustee, a sum equal to any penalties imposed pursuant to section 428-1302. Up until the time a trustee is appointed by the circuit court, or indefinitely if a trustee is not appointed by the circuit court, the last managers of the limited liability company if the company was manager-managed, or if not manager-managed the last members of the limited liability company, shall be and act as trustees for the creditors and members of the limited liability company with full powers to settle its affairs. [L 1996, c 92, pt of §1; am L 2000, c 219, §77; am L 2008, c 54, §9]
Haw. Rev. Stat. § 425E-106 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-106
Governing law.
Status: in_force

The law of this State governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.
Haw. Rev. Stat. § 415A-7 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-7
Right of corporation to acquire its own shares.
Status: in_force

A professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or surplus for such purchase; provided no purchase of or payment for its own shares shall be made at a time when the corporation is insolvent or when such purchase or payment would make it insolvent.
Haw. Rev. Stat. § 414D-245.5 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-245.5
Trustees or receivers for dissolved corporations; appointment; powers; duties.
Status: in_force

(a) When any corporation organized under the laws of this State shall be or shall have been dissolved or shall cease or shall have ceased to exist, the circuit court, upon application of any creditor, member, or director of the corporation, or any other person who shows good cause therefor, and upon a finding that the persons responsible for settling the unfinished business and winding up the affairs of the corporation either are not diligently pursuing such obligations, or cannot be found or otherwise are not available, may either appoint one or more of the directors of the corporation to be trustees or appoint one or more persons to be receivers of and for the corporation, to do all acts that are necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers shall be effective for the time period determined by the circuit court.

(b) The relief provided in this section shall be in addition to, and shall not limit or diminish, any remedies otherwise available under the common law or other state or federal statutes or rules. In the event of a conflict between this section and any common law, statute, or rule on the subject, the more beneficial provisions favoring the applicant shall prevail. [L 2004, c 121, §2]
Haw. Rev. Stat. § 425E-1003 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1003
Proper plaintiff.
Status: in_force

A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:

(1) That was a partner when the conduct giving rise to the action occurred; or

(2) Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 414D-145 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-145
Call and notice of meetings.
Status: in_force

(a) Unless the articles, bylaws, or subsection (c) provides otherwise, regular meetings of the board may be held without notice.

(b) Unless the articles, bylaws, or subsection (c) provides otherwise, special meetings of the board shall be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting.

(c) In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven days' notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to section 414D-146.

(d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or twenty per cent of the directors then in office may call and give notice of a meeting of the board. [L 2001, c 105, pt of §1; am L 2011, c 37, §11]
Haw. Rev. Stat. § 428-805 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-805
Articles of termination.
Status: in_force

(a) At any time after dissolution and winding up, and when all debts, liabilities, and obligations of the limited liability company have been paid and discharged, or adequate provision has been made therefor, and all remaining property and assets of the limited liability company, if any, have been distributed to its members, a limited liability company may terminate its existence by delivering for filing with the director articles of termination stating:

(1) The name of the company;

(2) The dates the notice of intent to terminate was published pursuant to section 428-808 and the name of the newspaper publishing the notice, or a statement that publication was not made;

(3) That all debts, obligations, and liabilities of the limited liability company have been paid and discharged or that adequate provision has been made therefor;

(4) That all of the remaining property and assets of the limited liability company, if any, have been distributed among its members in accordance with their respective rights and interests;

(5) That there are no suits pending against the limited liability company in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit; and

(6) That the company's business has been wound up and the legal existence of the company has been terminated.

(b) The existence of a limited liability company is terminated upon the filing of the articles of termination or upon a later effective date which shall be not later than thirty days after the date of filing of the articles of termination, if specified in the articles of termination. [L 1996, c 92, pt of §1; am L 2000, c 219, §74]
Haw. Rev. Stat. § 414-264 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-264
Shareholders' action.
Status: in_force

(a) Shareholders' action respecting a transaction is effective for purposes of section 414-262(b)(2) if a majority of the votes entitled to be cast by the holders of all qualified shares were cast in favor of the transaction after:

(1) Notice to shareholders describing the director's conflicting interest transaction;

(2) Provision of the information referred to in subsection (d); and

(3) Required disclosure to the shareholders who voted on the transaction (to the extent the information was not known by them).

(b) For purposes of this section, "qualified shares" means any shares entitled to vote with respect to the director's conflicting interest transaction except shares that, to the knowledge, before the vote, of the secretary (or other officer or agent of the corporation authorized to tabulate votes), are beneficially owned (or the voting of which is controlled) by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.

(c) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with this section. Subject to subsections (d) and (e), shareholders' action that otherwise complies with this section is not affected by the presence of holders, or the voting, of shares that are not qualified shares.

(d) For purposes of compliance with subsection (a), a director who has a conflicting interest respecting the transaction, before the shareholders' vote, shall inform the secretary (or other officer or agent of the corporation authorized to tabulate votes) of the number, and the identity of persons holding or controlling the vote, of all shares that the director knows are beneficially owned (or the voting of which is controlled) by the director or by a related person of the director, or both.

(e) If a shareholders' vote does not comply with subsection (a) solely because of a failure of a director to comply with subsection (d), and if the director establishes that the director's failure did not determine and was not intended by the director to influence the outcome of the vote, the court, with or without further proceedings respecting section 414-262(b)(3), may take such action respecting the transaction and the director, and give such effect, if any, to the shareholders' vote, as it considers appropriate in the circumstances. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 421-3 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-3
Qualifications of incorporators.
Status: in_force

Three or more adult persons, engaged in agriculture as bona fide producers of agricultural products, or two or more associations of such producers, may form an association under this chapter.
Haw. Rev. Stat. § 425R-9 — HI Code / Division 2 / Title 23 / Chapter 425R / Section 425R-9
Change of name, address, or type of organization by commercial registered agent.
Status: in_force

(a) If a commercial registered agent changes its name, its address as currently listed under section 425R-5(a), or its type or jurisdiction of organization, the agent shall file with the director a certified statement of change signed by or on behalf of the agent which states:

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

(2) If the name of the agent has changed, its new name;

(3) If the address of the agent has changed, the new address; and

(4) If the type or jurisdiction of organization of the agent has changed, the new type or jurisdiction of organization.

(b) The filing of a statement of change under subsection (a) is effective to change the information regarding the commercial registered agent with respect to each entity that has filed to be represented by the agent.

(c) A statement of change filed under this section takes effect on filing.

(d) A commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of a statement of change relating to the name or address of the agent and the changes made by the filing.

(e) If a commercial registered agent changes its address without filing a statement of change as required by this section within thirty days of the address change, the director may cancel the listing of the agent under section 425R-5. A cancellation under this subsection has the same effect as a termination under section 425R-6. Promptly after canceling the listing of an agent, the director shall serve notice in a record in the manner provided by law on:

(1) Each entity represented by the agent, stating that the agent has ceased to be an agent for service of process on the entity and that, until the entity appoints a new registered agent, service of process may be made on the entity as provided by law; and

(2) The agent, stating that the listing of the agent has been canceled under this section. [L 2009, c 55, pt of §1]
Haw. Rev. Stat. § 414-483 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-483
Savings provision.
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.

(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, 2001. [L 2000, c 244, pt of §1]

Revision Note

"July 1, 2001" substituted for "the effective date of this chapter".
Haw. Rev. Stat. § 414D-17 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-17
Judicial relief.
Status: in_force

(a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors or otherwise obtain their consent in the manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director, officer, delegate, or member, the court may order that the meeting be called or that a ballot or other form of obtaining the vote of members, delegates, or directors be authorized in a manner that the court finds fair and equitable under the circumstances.

(b) The court, in an order issued pursuant to this section, shall provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws, and this chapter, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.

(c) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this chapter.

(d) Whenever practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets.

(e) Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws, and this chapter. [L 2001, c 105, pt of §1; am L 2011, c 37, §5]
Haw. Rev. Stat. § 428-204.6 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-204.6
Restated articles of organization.
Status: in_force

(a) A limited liability company may at any time restate its articles of organization as amended.

(b) The restated articles of organization shall set forth all of the operative provisions of the articles of organization as amended, together with a statement that the restated articles of organization correctly set forth without change the corresponding provisions of the articles of organization as amended, and that the restated articles of organization supersede the original articles of organization and all amendments thereto.

(c) The restated articles of organization shall be delivered to the director for filing. The director may certify the restated articles of organization currently in effect, without including the information required to be filed by subsection (b). [L 2000, c 219, §1]
Haw. Rev. Stat. § 421J-10.6 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-10.6
[ §421J-10.
Status: in_force

[ §421J-10.6] Association fiscal matters; collection of unpaid assessments from tenants or rental agents . (a) If a unit owner rents or leases the unit and is in default for thirty days or more in the payment of the unit's share of the regular assessments, the board, for as long as the default continues, may demand in writing and receive each month , or any other period of time for rental payment as provided in the lease, from any tenant occupying the unit or rental agent renting the unit, an amount sufficient to pay all sums due from the unit owner to the association, including interest, if any, but the amount shall not exceed the tenant's rent due at the time of demand . The tenant's payment under this section shall discharge that amount of payment from the tenant's rent obligation, and any contractual provision to the contrary shall be void as a matter of law.

(b) Before taking any action under this section, the board shall give to the delinquent unit owner written notice of the board's intent to collect the rent owed. The notice shall:

(1) Be sent both by first-class and certified mail;

(2) Set forth the exact amount the association claims is due and owing by the unit owner; and

(3) Indicate the intent of the board to collect such amount from the rent, along with any other amounts that become due and remain unpaid.

(c) The unit owner shall not take any retaliatory action against the tenant for payments made under this section.

(d) The payment of any portion of the unit's share of regular assessments by the tenant pursuant to a written demand by the board is a complete defense, to the extent of the amount demanded and paid by the tenant, in an action for nonpayment of rent brought by the unit owner against a tenant.

(e) The board may not demand payment from the tenant pursuant to this section if:

(1) A commissioner or receiver has been appointed to take charge of the unit pending a mortgage foreclosure;

(2) A mortgagee is in possession of the unit pending a mortgage foreclosure; or

(3) The tenant is served with a court order directing payment to a third party.

(f) In the event of any conflict between this section and any provision of chapter 521, the conflict shall be resolved in favor of this section; provided that if the tenant is entitled to an offset of rent under chapter 521, the tenant may deduct the offset from the amount due to the association, up to the limits stated in chapter 521. Nothing herein precludes the unit owner or tenant from seeking equitable relief from a court of competent jurisdiction or seeking a judicial determination of the amount owed.

(g) Before the board may take the actions permitted under subsection (a), the board shall adopt a written policy providing for the actions and have the policy approved by a majority vote of the unit owners , as provided in the association documents, who are present in person or by proxy or as otherwise permitted by the association documents, at an annual or special meeting of the association or by the written consent of a voting interest equal to a quorum of the unit owners unless the association documents already permit the process . [L 2012, c 182, pt of § 2(1)]
Haw. Rev. Stat. § 425-9 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-9
Statement of dissolution.
Status: in_force

Whenever a domestic general partnership is dissolved, and the business is not continued, a statement thereof showing the cause of dissolution shall be filed in the office of the director of commerce and consumer affairs within thirty days after the dissolution. The statement shall be certified by at least one partner who shall certify that the dissolution was approved by all of the partners.
Haw. Rev. Stat. § 421J-3.5 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-3.5
Notice required; regular, annual, and special meetings.
Status: in_force

(a) Not less than fourteen days in advance of any regular, annual, or special meeting of an association, the secretary or other officer specified in the bylaws shall give written notice of the meeting to each member of the association as provided in the bylaws of the association or by two or more of the following means:

(1) Hand delivery;

(2) United States mail sent to the mailing address of each unit or to another mailing address designated in writing by the association member;

(3) Electronic mail to the electronic mailing address designated in writing by the association member; or

(4) Posting of the meeting notice in its entirety on a portion of the association's website that is accessible to all members.

(b) Notice pursuant to subsection (a) shall state:

(1) The date, time, and place of the meeting; and

(2) The items on the agenda, including the general nature of and rationale for any proposed amendment to the declaration or bylaws; any proposal for a special assessment, unless the authority for a special assessment is otherwise provided for in the association's governing documents; and any proposal to remove a member of the board.

(c) The requirements of this section shall not be interpreted to preclude any association member from proposing an amendment to the declaration or bylaws.

(d) The requirements of this section shall not be interpreted to apply to any board meetings or committee meetings of a planned community association.

(e) Notwithstanding any provision to the contrary in the association documents, the association may conduct an annual, regular, or special meeting remotely in a manner consistent with section 414D-101(g) or 414D-102(f), as applicable.

(f) If the board of directors does not intend to use association funds to distribute proxies that include the election of directors and therefore does not post notice pursuant to section 421J-4(e), the board shall post notice in prominent locations within the planned community of its intent to distribute written notice of an association meeting at least twenty-one days in advance of distributing written notice under subsection (a). [L 2013, c 188, §2; am L 2021, c 83, §1; am L 2022, c 69, §4]
Haw. Rev. Stat. § 425E-406 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-406
Management rights of general partners.
Status: in_force

(a) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.

(b) The consent of each general partner shall be necessary to:

(1) Amend the partnership agreement;

(2) Amend the certificate of limited partnership to add or, subject to section 425E-1110, delete a statement that the limited partnership is a limited liability limited partnership; and

(3) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the goodwill, other than in the usual and regular course of the limited partnership's activities.

(c) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.

(d) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.

(e) A payment or advance made by a general partner that gives rise to an obligation of the limited partnership under subsection (c) or (d) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.

(f) A general partner shall not be entitled to remuneration for services performed for the partnership. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 428-111 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-111
Nature of business and powers.
Status: in_force

(a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of this State governing or regulating business.

(b) Unless its articles of organization provide otherwise, a limited liability company has the same powers as an individual to do all things necessary or convenient to carry on its business or affairs, including power to:

(1) Sue and be sued, and defend in its company name;

(2) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located;

(3) Sell, convey, mortgage, grant a security interest in, lease, exchange, and otherwise encumber or dispose of all or any part of its property;

(4) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, grant a security interest in, or otherwise dispose of and deal in and with, shares or other interests in or obligations of any other entity;

(5) Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the limited liability company, and secure any of its obligations by a mortgage on or a security interest in any of its property, franchises, or income;

(6) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(7) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;

(8) Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this State;

(9) Elect managers and appoint officers, employees, and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit;

(10) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former members, managers, officers, employees, and agents;

(11) Make donations for the public welfare or for charitable, scientific, or educational purposes; and

(12) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business of the limited liability company. [L 1996, c 92, pt of §1; am L 1999, c 164, §3]
Haw. Rev. Stat. § 414D-34 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-34
Liability for preincorporation transactions.
Status: in_force

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
Haw. Rev. Stat. § 415A-14 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-14
Directors and officers.
Status: in_force

Not less than one-half of the directors of a professional corporation and all of the officers, other than the secretary and the treasurer, shall be qualified persons with respect to the corporation. At least one director shall be a resident of this State.
Haw. Rev. Stat. § 425E-906 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-906
Cancellation of certificate of authority.
Status: in_force

(a) The director may cancel the certificate of authority of a limited partnership administratively if:

(1) The partnership fails to:

(A) Pay any fees prescribed by law;

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

(C) Appoint and maintain an agent for service of process as required by chapter 425R; or

(D) File a statement of a change in the name or business address of the agent as required by section 425R-7; or

(2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record or document submitted by the partnership.

(b) Cancellation of a certificate of authority shall not relieve the general partners of liability for the penalties for failure to file any statement or certificate required by this chapter. [L 2003, c 210, pt of §1; am L 2009, c 55, §50]
Haw. Rev. Stat. § 421J-14 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-14
First annual meeting of association.
Status: in_force

The first annual meeting of the association shall take place as provided in the association documents, but not later than one year after the closing of the first conveyance of a unit to a person other than a developer.
Haw. Rev. Stat. § 420D-5 — HI Code / Division 2 / Title 23 / Chapter 420D / Section 420D-5
Corporate purposes.
Status: in_force

(a) Every sustainable business corporation shall have among its purposes the creation of a general public benefit.

(b) In addition to the general public benefit purpose required by subsection (a), the articles of a sustainable business corporation may identify one or more specific public benefits for which the sustainable business corporation was created. The identification of a specific public benefit under this subsection shall not limit the obligation of a sustainable business corporation to create a general public benefit. Allowable specific public benefits for sustainable business corporations subject to this chapter include:

(1) Providing low-income or underserved individuals or communities with beneficial products or services;

(2) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;

(3) Preserving the environment;

(4) Improving human health;

(5) Promoting the arts, sciences, or advancement of knowledge;

(6) Increasing the flow of capital to entities with a public benefit purpose;

(7) Accomplishing any other particular benefit for society or the environment; and

(8) Using the right to exclude, conferred by any and all patents in which the sustainable business corporation has an interest in this right through assignment, license, lien, security agreement, or obligation for the following purposes:

(A) Creating and retaining good jobs within the State as well as throughout the United States;

(B) Upholding fair labor standards nationally and internationally; provided that for purposes of this paragraph, "fair labor standards" shall be construed to prohibit child labor, forced or compulsory labor, discrimination in employment, restrictions on freedom of association, and denial of the right to collective bargaining; and

(C) Enhancing environmental protection nationally and internationally; provided that if the public benefit under this paragraph relating to the use of patents is specified, section 420D-4 shall not apply to the corporation and the sustainable business corporation status shall be permanent, and this specific public benefit shall not be deleted from the articles of the corporation pursuant to subsection (d), unless the annual statement of the benefit director concludes that the sustainable business corporation has failed to pursue this specific public benefit, then the corporation shall have its status as a sustainable business corporation terminated.

(c) The creation of general and specific public benefits as provided in subsections (a) and (b) shall be in the best interests of the sustainable business corporation.

(d) A sustainable business corporation may amend its articles to add, amend, or delete the identification of a specific public benefit for which the sustainable business corporation was created. An amendment pursuant to this subsection shall not be effective unless it is adopted by at least the minimum status vote. [L 2011, c 209, pt of §1]
Haw. Rev. Stat. § 421-23 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-23
Taxation.
Status: in_force

To obtain the exemptions from taxation granted by this section or any other law, the association annually shall file with the director of taxation a copy of its report made under section 421-22, and in addition thereto, within ninety days after the close of its fiscal year, shall file with the tax assessor of each district in which there are persons doing business to whom it has paid, during the preceding fiscal year, any proceeds of goods marketed, a report showing the name of each person to whom the proceeds were paid, the total proceeds of sales for which such person is taxable under chapter 237 for the fiscal year, and the rate or rates of such tax applicable thereto or to the several amounts thereof, as the case may be.
Haw. Rev. Stat. § 414-199 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-199
Removal of directors by judicial proceeding.
Status: in_force

(a) The circuit court may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten per cent of the outstanding shares of any class if the court finds that:

(1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation; and

(2) Removal is in the best interest of the corporation.

(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.

(c) If shareholders commence a proceeding under subsection (a), they shall make the corporation a party defendant. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 425E-1108 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1108
Effective date of the merger.
Status: in_force

A merger takes effect upon the filing date of the articles of merger, or on the date subsequent to the filing as set forth in the articles of merger; provided that the effective date shall not be more than thirty days from the filing date.
Haw. Rev. Stat. § 428-803 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-803
Right to wind up the limited liability company's business.
Status: in_force

(a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business; provided that on application of any member, member's legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up.

(b) A legal representative of the last surviving member may wind up a limited liability company's business.

(c) A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to section 428-806, settle disputes by mediation or arbitration, and perform other necessary acts and may publish notice of intent to terminate as provided in section 428-808. [L 1996, c 92, pt of §1; am L 2001, c 129, §95]
Haw. Rev. Stat. § 414D-8 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-8
Filing duty of the department director.
Status: in_force

(a) If a document delivered to the office of the department director for filing satisfies the requirements of section 414D-3, the department director shall file it.

(b) The department director files a document by stamping or otherwise endorsing it with the date and the time of receipt.

(c) If the department director refuses to file a document, the department director shall return it to the domestic or foreign corporation or its designated representative, together with a brief, written explanation of the reason or reasons for the refusal.

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

(1) Affect the validity or invalidity of the document in whole or in 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 2001, c 105, pt of §1; am L 2003, c 124, §22]
Haw. Rev. Stat. § 414-17 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-17
Appeal from department director's refusal to file document.
Status: in_force

(a) If the department director refuses to file a document delivered to the department director for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document in the circuit court. The appeal is 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 department director's 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 2000, c 244, pt of §1]
Haw. Rev. Stat. § 421-9 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-9
Powers.
Status: in_force

(a) An association formed under this chapter, or an association which might be formed under this chapter and which existed at the time this chapter took effect, shall have the capacity to act possessed by natural persons, but the association shall have the authority to perform only such acts as are necessary or proper to accomplish the purposes as set forth in its articles and which are not repugnant to law.

(b) Without limiting or enlarging the grant of authority contained in subsection (a), every association shall have authority:

(1) To act as agent, broker, or attorney in fact for its members, and for any subsidiary or affiliated association, and otherwise to assist or join with associations engaged in any one or more of the activities authorized by its articles, and to hold title for its members and for subsidiary and affiliated associations to property handled or managed by the association on their behalf.

(2) To make contracts, and to exercise by its board or duly authorized officers or agents, all such incidental powers as may be necessary, suitable, or proper for the accomplishment of the purposes of the association and not inconsistent with law or its articles, and that may be conducive to or expedient for the interest or benefit of the association.

(3) To make loans or advances to members or producer-patrons or to the members of an association which is itself a member or subsidiary thereof; to purchase or otherwise acquire, endorse, discount, or sell any evidence of debt, obligation, or security, but it shall not engage in banking.

(4) To establish and accumulate reserves to capital.

(5) To own and hold membership in or shares of the capital stock of other associations and corporations and the bonds or other obligations thereof, engaged in any related activity; or, in producing, warehousing, or marketing any of the products handled by the association; or, in financing its activities, and while the owner thereof, to exercise all the rights of ownership, including the right to vote thereon.

(6) To acquire, hold, sell, dispose of, pledge, or mortgage, any property which its purposes may require, subject to any limitation prescribed by law or its articles.

(7) To borrow money and to give its notes, bonds, or other obligations therefor and secure the payment thereof by mortgage or pledge.

(8) To deal in agricultural products and handle agricultural machinery, equipment, and supplies, and perform services for nonmembers to an amount not greater in annual value than such as are dealt in, handled, or performed for or on behalf of its members.

(9) To have a corporate seal and to alter it at pleasure.

(10) To continue as a corporation for the time limit in its articles, which may be perpetual.

(11) To sue and be sued in its corporate name.

(12) To conduct business in this State and elsewhere as may be permitted by law.

(13) To dissolve and wind up its affairs.

(14) To charge differential rates on the sale of its goods and services to members and nonmembers as provided for in its bylaws. [L 1949, c 234, pt of §1; RL 1955, §176-10; HRS §421-9; am L 1972, c 103, §4; am L 1982, c 257, §2]
Haw. Rev. Stat. § 425E-402 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-402
General partner is an agent of the limited partnership.
Status: in_force

(a) Each general partner shall be an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under section 425E-103(d) that the general partner lacked authority.

(b) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 414D-204 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-204
Effect of merger.
Status: in_force

(a) When a merger takes effect:

(1) Every corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;

(2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger;

(3) The surviving corporation has all liabilities and obligations of each corporation party to the merger;

(4) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and

(5) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.

(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 found at the designated office, 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 corporation at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:

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

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

(3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed. [L 2001, c 105, pt of §1; am L 2002, c 41, §16]
Haw. Rev. Stat. § 419-4 — HI Code / Division 2 / Title 23 / Chapter 419 / Section 419-4
Amendment of articles.
Status: in_force

Subject to the provisos set forth in this section, and subject to any lawful restrictions upon the power to amend the articles of incorporation sole filed under section 419-2, the incumbent of the corporation may at any time amend the articles of incorporation by changing its name, the term of its existence, the boundaries of the district subject to its jurisdiction, the place of its principal office, the manner of filling any vacancy in the incumbency thereof, its powers, or any provision of the articles for the regulation of the affairs of the corporation (except restrictions upon the power to amend the articles), and may, by amendment of the articles, make provision for any act or thing for which provision is authorized in original articles of incorporation sole formed under this chapter.

The incumbent of the corporation sole shall subscribe and verify a certificate which shall set forth the amendment either by stating that the articles have been amended to read as set forth in the certificate in full or by stating that any provision or provisions of the articles, which shall be identified by the numerical or other designation or designations thereof in the articles or by stating the wording thereof, has or have been amended to read as set forth in the certificate. The certificate shall further state that the amendment has been duly authorized by the rules, regulations, or discipline of the church of which the incumbent is an officer; provided that no amendment shall confer any other or greater powers or privileges than could lawfully be conferred or obtained in the original articles; provided further that no amendment shall become effective unless the same is allowed by the director of commerce and consumer affairs. [L Sp 1941, c 58, pt of §1(6768); RL 1945, §8404; RL 1955, §175-4; am L Sp 1959 2d, c 1, §15; am L 1963, c 114, §3; HRS §419-4; am L 1980, c 259, §16; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1988, c 373, §14]
Haw. Rev. Stat. § 428-303 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-303
Liability of members and managers.
Status: in_force

(a) Except as otherwise provided in subsection (c), the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company. A member or manager shall not be personally liable for any debt, obligation, or liability of the company solely by reason of being or acting as a member or a manager.

(b) The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business shall not be a ground for imposing personal liability on the members or managers for liabilities of the company.

(c) All or specified members of a limited liability company shall be liable in their capacity as members for all or specified debts, obligations, or liabilities of the company if:

(1) A provision to that effect is contained in the articles of organization; and

(2) A member so liable has consented in writing to the adoption of the provision or to be bound by the provision. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 425-114 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-114
Partnership registration statement.
Status: in_force

(a) A filed registration statement supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:

(1) Except for transfers of real property, a grant of authority contained in a filed registration statement is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in the filed registration statement. A filed cancellation of a limitation on authority revives the previous grant of authority.

(2) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed registration statement recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the bureau of conveyances of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.

(b) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed registration statement containing the limitation on authority is of record in the bureau of conveyances.

(c) Except as otherwise provided in subsections (a) and (b) and sections 425-136 and 425-142, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed registration statement. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 414D-149 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-149
General standards for directors.
Status: in_force

(a) A director shall discharge the director's duties as a director, including the director's duties as a member of a committee:

(1) In good faith;

(2) In a manner that is consistent with the director's duty of loyalty to the corporation;

(3) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(4) In a manner the director reasonably believes to be in the best interests of the corporation.

(b) In discharging the director's duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or

(3) A committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.

(c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.

(d) A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director, if the director acted in compliance with this section.

(e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of the property.

(f) Any person who serves as a director to the corporation without remuneration or expectation of remuneration shall not be liable for damage, injury, or loss caused by or resulting from the person's performance of, or failure to perform duties of, the position to which the person was elected or appointed, unless the person was grossly negligent in the performance of, or failure to perform, such duties. For purposes of this section, remuneration does not include payment of reasonable expenses and indemnification or insurance for actions as a director as allowed by sections 414D-159 to 414D-167. [L 2001, c 105, pt of §1; am L 2002, c 130, §52; am L 2017, c 87, §2]
Haw. Rev. Stat. § 414D-163 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-163
Court-ordered indemnification.
Status: in_force

Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification in the amount it considers proper if it determines:

(1) The director is entitled to mandatory indemnification under section 414D-161, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or

(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 414D-160(a) or was found liable as described in section 414D-160(d), but if the director was found liable indemnification is limited to reasonable expenses incurred. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 414D-254 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-254
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 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 shall have exclusive jurisdiction over the corporation and all of its property wherever located.

(b) The court may appoint an individual, or a domestic or foreign business or nonprofit 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. In addition to other powers:

(1) The receiver may:

(A) 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; provided the receiver's power to dispose of the assets of the corporation shall be subject to any trust and other restrictions that would be applicable to the corporation; and

(B) Sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this State.

(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members 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 members, and its 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 2001, c 105, pt of §1]
Haw. Rev. Stat. § 425E-117 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-117
Service on the partnership.
Status: in_force

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

(b) If no general partner or other person in charge of the property, business, or office of the limited partnership can be found within this State, and in case the limited partnership has not filed with the director pursuant to this chapter the name of a registered agent upon whom legal notice and process from the courts of this State may be served, or the person named is not found within this State, service may be made upon the limited partnership by registered or certified mail, return receipt requested, addressed to the limited partnership at its principal office. Service by registered or certified mail shall be perfected at the earliest of:

(1) The date the limited partnership receives the mail;

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

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

(c) 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 limited partnership in any other manner permitted by law. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 415A-18.5 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-18.5
Trustees or receivers for dissolved professional corporations; appointment; powers; duties.
Status: in_force

(a) When any professional corporation organized and authorized to issue shares under the laws of this State shall be or shall have been dissolved or shall cease or shall have ceased to exist, the circuit court, upon application of any creditor, stockholder, or director of the corporation, or any other person who shows good cause therefor, and upon a finding that the persons responsible for settling the unfinished business and winding up the affairs of the corporation either are not diligently pursuing such obligations, or cannot be found or otherwise are not available, may either appoint one or more of the directors of the corporation to be trustees or appoint one or more persons to be receivers of and for the corporation, to do all acts that are necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers shall be effective for the time period determined by the circuit court.

(b) The relief provided in this section shall be in addition to, and shall not limit or diminish, any remedies otherwise available under the common law or other state or federal statutes or rules. In the event of a conflict between this section and any common law or other state statutes or rules on the subject, the more beneficial provisions favoring the applicant shall prevail. [L 2008, c 54, §1]
Haw. Rev. Stat. § 415A-16 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-16
Merger and share exchange.
Status: in_force

A professional corporation involved in a merger or share exchange shall be subject to the provisions for mergers and share exchanges set forth in chapter 414.
Haw. Rev. Stat. § 421J-2 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-2
Definitions.
Status: in_force

As used in this chapter, unless otherwise indicated by the context:

"Assessment" means funds collected by an association from association members to operate and manage the association, maintain property within the planned community for the common use or benefit of association members, or provide services to association members. The term also means expenditures made by, or financial liabilities of, the association for operation of the property and includes any allocations to reserves.

"Association" means a nonprofit, incorporated, or unincorporated organization:

(1) Upon which responsibilities are imposed and to which authority is granted in a declaration that governs a planned community;

(2) That is a planned community association as defined under section 607-14; or

(3) That is a homeowners' association, in which:

(A) The voting membership is made up of ten or more parcel owners or their proxies, or a combination thereof; and

(B) Assessments may be imposed that, if unpaid, may become a lien on the parcel.

"Association documents" means the articles of incorporation or other document creating the association, if any, the bylaws of the association, the declaration or similar organizational documents and any exhibits thereto, any rules related to use of common areas, architectural control, maintenance of units, restrictions on the use of units, or payment of money as a regular assessment or otherwise in connection with the provisions, maintenance, or services for the benefit of some or all of the units, the owners, or occupants of the units or the common areas, as well as any amendments made to the foregoing documents.

"Board of directors" or "board" means the executive board or other body, regardless of name, designated in the association documents to act on behalf of the association.

"Common area" means real property within a planned community which is owned or leased by the association or is otherwise available for the use of its members or designated as common area in or pursuant to the declaration.

"Declaration" means any recorded association document, however denominated, that imposes obligations on the owners of the units with respect to maintenance or operational responsibilities for the common area, architectural control, maintenance of units, or restrictions on the use of units. A declaration includes any amendment or supplement to the instruments described in this definition.

"Member" means the person or persons owning a unit or having the right of occupancy of a unit under a recorded lease having a term of twenty or more years from its commencement date; or anyone included in the definition of a member under the association documents, including the developer, whether or not the developer owns a unit.

"Person" means an individual, firm, corporation, partnership, association, trust or other legal entity, or any combination thereof.

"Planned community" means one of the following:

(1) Real property, other than a condominium or a cooperative housing corporation or a time share plan, that is subject to a planned community association as defined under section 607-14; or

(2) A common interest community, other than a condominium or a cooperative housing corporation or a time share plan, which includes all of the following characteristics:

(A) Real property subject to a recorded declaration placing restrictions and obligations on the owners of the real property that are enforced or enforceable by a separate entity, the association, established for that purpose whether or not mentioned in the declaration, and:

(i) That owns and maintains certain property within the planned community for the common use or benefit, or both, of the owners of units within the planned community;

(ii) That is obligated to maintain certain property it does not own within the planned community for the common use or benefit, or both, of the owners of units within the planned community; or

(iii) That is obligated to provide services to any such owners or units;

(B) Individual owners own separate units that are part of a planned community at least some of which are improved by or are to be improved by residential dwellings;

(C) Owners have automatic and non-severable membership in an association by virtue of ownership of units within the planned community; and

(D) Owners, other than a master developer or declarant, are obligated by any association document to pay mandatory assessments by virtue of ownership of a unit within the planned community.

"Recorded" means recorded or filed in the bureau of conveyances of the State or in the office of the assistant registrar of the land court of the State, as appropriate.

"Unit" means a physical portion of the planned community designated for separate ownership or occupancy. [L 1997, c 132, pt of §1; am L 2001, c 68, §1; am L 2008, c 70, §3; am L 2012, c 182, §2(2); am L 2017, c 101, §2]
Haw. Rev. Stat. § 425-136 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-136
Statement of dissociation.
Status: in_force

(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.

(b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of section 425-114(a) and (b).

(c) For the purposes of sections 425-134(a)(3) and 425-135(b)(3), a person not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 425E-1112 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1112
Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
Status: in_force

(a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:

(1) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 425E-402; and

(2) At the time the third party enters into the transaction, the third party:

(A) Does not have notice of the conversion or merger; and

(B) Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.

(b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:

(1) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 425E-402 if the person had been a general partner; and

(2) At the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party:

(A) Does not have notice of the dissociation;

(B) Does not have notice of the conversion or merger; and

(C) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.

(c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person shall be liable:

(1) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and

(2) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 425-137 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-137
Continued use of partnership name.
Status: in_force

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
Haw. Rev. Stat. § 421J-9 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-9
Notification of assessment increases.
Status: in_force

The board of directors shall notify members in writing of any increase in regular assessments at least thirty days prior to the increase.
Haw. Rev. Stat. § 425E-504 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-504
Interim distributions.
Status: in_force

A partner shall not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.
Haw. Rev. Stat. § 421I-3 — HI Code / Division 2 / Title 23 / Chapter 421I / Section 421I-3
Board of directors; election.
Status: in_force

(a) A meeting of the corporation for the purpose of electing the board of directors shall be held not later than one hundred eighty days after the first conveyance of a dwelling unit to a shareholder, if at least forty per cent of the dwelling units have been conveyed by that time. If forty per cent of the dwelling units have not been conveyed within one year after the first conveyance, the meeting of the corporation may be held upon the call of the owners of at least ten per cent of the shares by a petition presented to the secretary of the corporation.

(b) Every member of the board of directors shall be:

(1) A shareholder of the corporation;

(2) A spouse of a shareholder; or

(3) A trust beneficiary, if the shareholder is a trustee.

(c) Each dwelling unit shall have only one representative on the board of directors. [L 1993, c 282, pt of §1; am L 2024, c 178, §13]
Haw. Rev. Stat. § 414-15 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-15
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 for filing.

(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 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-255 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-255
Decree of dissolution.
Status: in_force

(a) If, after a hearing, the court determines that one or more grounds for judicial dissolution described in section 414D-252 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the department director, who shall file it.

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with section 414D-245 and the notification of its claimants in accordance with sections 414D-246 and 414D-247. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 414-332 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-332
Sale of assets other than in regular course of business.
Status: in_force

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the goodwill), otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction.

(b) For a transaction to be authorized:

(1) The board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and

(2) The shareholders entitled to vote must approve the transaction.

(c) The board of directors may condition its submission of the proposed transaction on any basis.

(d) 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 must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction.

(e) With respect to corporations incorporated on or after July 1, 1987, at the meeting the shareholders may authorize the sale, lease, exchange, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. The authorization shall require the affirmative vote of the holders of a majority of the shares of the corporation entitled to vote thereon, unless any class of shares is entitled to vote thereon as a class, in which event the authorization shall require the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.

(f) With respect to corporations incorporated before July 1, 1987, at the meeting the shareholders may authorize the sale, lease, exchange, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions therefor. The authorization shall require the affirmative vote of the holders of three-fourths of the shares of the corporation entitled to vote as a class thereon and of the total shares entitled to vote thereon. The articles of incorporation may be amended by the vote set forth in the preceding sentence to provide for a lesser proportion of shares, or of any class or series thereof, than is provided in the preceding sentence, in which case the articles of incorporation shall control; provided that the lesser proportion shall not be less than the proportion set forth in subsection (e).

(g) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action.

(h) A transaction that constitutes a distribution is governed by section 414-111 and not by this section.

(i) A sale, lease, exchange, or other disposition of the property of a corporation shall not be deemed to be the sale, lease, exchange, or other disposition of all or substantially all the property of the corporation if the corporation is retaining sufficient property to continue one or more significant business segments or lines of the corporation after the sale, lease, exchange, or other disposition. Furthermore, the business segments or lines retained must not be only temporary operations or merely a pretext to avoid shareholders' rights which might otherwise arise under this chapter. [L 2000, c 244, pt of §1; am L 2001, c 129, §37]
Haw. Rev. Stat. § 425E-205 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-205
Signing and filing pursuant to judicial order.
Status: in_force

(a) If a person required by this chapter to sign a record or deliver a record to the director for filing does not do so, any other person that is aggrieved may petition the circuit court to order:

(1) The person to sign the record and deliver the record to the director for filing; or

(2) The director to file the record unsigned.

(b) If the person aggrieved under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in the same action in combination or in the alternative.

(c) A record filed unsigned pursuant to this section shall be effective without being signed. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 425E-407 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-407
Right of general partner and former general partner to information.
Status: in_force

(a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours:

(1) In the limited partnership's principal office, required information; and

(2) At a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership's activities and financial condition.

(b) Each general partner and the limited partnership shall furnish to a general partner:

(1) Without demand, any information concerning the limited partnership's activities and activities reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and

(2) On demand, any other information concerning the limited partnership's activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(c) Subject to subsection (e), within ten days of a demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (a) at the location specified in subsection (a) if:

(1) The information or record pertains to the period during which the person was a general partner;

(2) The person seeks the information or record in good faith; and

(3) The person satisfies the requirements imposed on a limited partner by section 425E-304(b).

(d) The limited partnership shall respond to a demand made pursuant to subsection (c) in the same manner as provided in section 425E-304(c).

(e) If a general partner dies, section 425E-704 applies.

(f) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership shall bear the burden of proving reasonableness.

(g) A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.

(h) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (f) or by the partnership agreement shall apply both to the attorney or other agent and to the general partner or person dissociated as a general partner.

(i) The rights under this section shall not extend to a person as transferee, but the rights under subsection (c) of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under section 425E-603(7)(B) or (C). [L 2003, c 210, pt of §1; am L 2009, c 55, §47]
Haw. Rev. Stat. § 414D-135 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-135
Terms of directors generally.
Status: in_force

(a) The articles or bylaws shall specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one year. Directors may be elected for successive terms.

(b) A decrease in the number of directors or term of office does not shorten an incumbent director's term.

(c) Except as provided in the articles or bylaws:

(1) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and

(2) The term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.

(d) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 414-73 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-73
Issued and outstanding shares.
Status: in_force

(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.

(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) and section 414-111.

(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414-146 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-146
Quorum and voting requirements for voting groups.
Status: in_force

(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

(c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter require a greater number of affirmative votes.

(d) An amendment of articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) is governed by section 414-148.

(e) The election of directors is governed by section 414-149. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 428-403 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-403
Member's and manager's rights to payments and reimbursement.
Status: in_force

(a) A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.

(b) A limited liability company shall reimburse a member for any advance to the company which exceeds the amount of contribution the member agreed to make.

(c) A payment or advance made by a member which gives rise to an obligation of a limited liability company under subsection (a) or (b) constitutes a loan to the company upon which interest accrues from the date of the payment or advance.

(d) A member is not entitled to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the business of the company. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 425E-903 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-903
Activities not constituting transacting business.
Status: in_force

(a) Activities of a foreign limited partnership that do not constitute transacting business in this State within the meaning of this article include:

(1) Maintaining, defending, and settling an action or proceeding;

(2) Holding meetings of its partners or carrying on any other activity concerning its internal affairs;

(3) Maintaining accounts in financial institutions;

(4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities;

(5) Selling through independent contractors;

(6) Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

(7) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property;

(8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;

(9) Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner; and

(10) Transacting business in interstate commerce.

(b) For purposes of this article, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State.

(c) This section shall not apply in determining the [contracts] or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this State. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 414-482 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-482
Application to qualified foreign corporations.
Status: in_force

A foreign corporation authorized to transact business in this State on July 1, 2001 is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.

Revision Note

"July 1, 2001" substituted for "the effective date of this chapter".
Haw. Rev. Stat. § 414-484 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-484
Severability.
Status: in_force

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Haw. Rev. Stat. § 421C-17 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-17
Removal of directors.
Status: in_force

Section 421-14, relating to the removal of a director of an agricultural association, shall apply to associations formed under this chapter.
Haw. Rev. Stat. § 429-12 — HI Code / Division 2 / Title 23A / Chapter 429 / Section 429-12
Venue.
Status: in_force

For purposes of venue, a nonprofit association shall be a resident of the county in which it has an office.