Haw. Rev. Stat. § 425R-8 — HI Code / Division 2 / Title 23 / Chapter 425R / Section 425R-8
Change of name or address by noncommercial registered agent.
Status: in_force

(a) If a noncommercial registered agent changes its name or its address as currently in effect with respect to a represented entity pursuant to section 425R-4(a), the agent shall file with the director, with respect to each entity represented by the agent, a certified statement of change signed by or on behalf of the agent that states:

(1) The name of the entity;

(2) The name and address of the agent as currently in effect with respect to the entity;

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

(4) If the address of the agent has changed, the new address.

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

(c) A noncommercial registered agent shall promptly furnish the represented entity with notice in a record of the filing of a statement of change and the changes made by the filing. [L 2009, c 55, pt of §1]
Haw. Rev. Stat. § 414-20 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-20
Penalty for signing false document.
Status: in_force

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

(b) An offense under this section is a class C felony. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-114 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-114
Cumulative voting for directors.
Status: in_force

(a) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates.

(b) Unless otherwise provided in the articles or bylaws, cumulative voting shall not be permitted. If authorized in the articles or bylaws, cumulative voting may be permitted; provided that:

(1) The meeting notice or statement accompanying the notice states that cumulative voting shall take place;

(2) A member gives notice of the member's intent to cumulatively vote not less than forty-eight hours before the meeting or a longer period as may be required by the articles or bylaws; and

(3) If one member gives notice of intent to cumulatively vote, all other members participating in the election may cumulate their votes without giving further notice.

(c) A director elected by cumulative voting may be removed by the members without cause if the requirements of section 414D-138 are met unless the votes cast against removal or not consenting in writing to the removal would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast and the entire number of directors authorized at the time of the director's most recent election were then being elected; provided that if the action is taken by ballot, all members entitled to vote had voted.

(d) Members may not cumulatively vote if the directors and members are identical.

(e) This section shall not apply to any planned community association governed by chapter 421J. [L 2001, c 105, pt of §1; am L 2002, c 130, §50; am L 2011, c 37, §8; am L 2022, c 69, §2]
Haw. Rev. Stat. § 414-303 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-303
Bylaw increasing quorum or voting requirement for directors.
Status: repealed

(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:

(1) If originally adopted by the shareholders, only by the shareholders;

(2) If originally adopted by the board of directors, either by the shareholders or by the board of directors.

(b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

(c) Action by the board of directors under subsection (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-233 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-233
Notice to the attorney general of intention to dissolve.
Status: in_force

(a) A public benefit corporation shall give the attorney general written notice that it intends to dissolve before the time it delivers the articles of dissolution to the department director. The notice shall include a copy or summary of the plan of dissolution.

(b) No assets shall be transferred or conveyed by a public benefit corporation as part of the dissolution process until twenty business days after it has given the written notice required by subsection (a) to the attorney general or until the attorney general has consented in writing to the dissolution, or indicated in writing that the attorney general will take no action in respect to, the transfer or conveyance, whichever is earlier.

(c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person (other than creditors) who received assets and indicate what assets each received. [L 2004, c 171, §3; am L 2005, c 22, §24; am L 2017, c 87, §4]
Haw. Rev. Stat. § 421-8 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-8
Bylaws.
Status: in_force

The members of the association, within thirty days after its incorporation, shall adopt bylaws not inconsistent with law or the articles, and they may alter and amend the same from time to time. The bylaws must be adopted by a majority of the members voting thereon, or if the association permits its members to vote on the basis of patronage, then by a majority of members and majority of the patronage, voting thereon. The bylaws may also provide for:

(1) The time, place, and manner of calling and conducting meetings of the members, and the number of members that shall constitute a quorum;

(2) The manner of voting and the condition upon which members may vote at general and special meetings and by mail or by delegates elected by district groups or other associations, and the voting power of voters based on patronage;

(3) Subject to any provision thereon in the articles and in this chapter, the number, qualifications, compensation, duties, and terms of office of directors and officers; the time of their election and the mode and manner of giving notice thereof;

(4) The time, place, and manner for calling and holding meetings of the directors and executive committee, and the number that shall constitute a quorum;

(5) Rules consistent with law and the articles for the management of the association, the establishment of voting districts, the making of contracts, the issuance, retirement, and transfer of stock, and the relative rights, interests, and preferences of members and shareholders;

(6) Penalties for violation of the bylaws. [L 1949, c 234, pt of §1; RL 1955, §176-9; HRS §421-8]
Haw. Rev. Stat. § 414-85 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-85
Share options.
Status: in_force

A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to be issued. The documents evidencing such rights, options, or warrants may include conditions that preclude the holder or holders, including any subsequent transferees, of at least a specified percentage of the common shares of a corporation from exercising such rights, options, or warrants.
Haw. Rev. Stat. § 421C-12 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-12
Bylaws; contents.
Status: in_force

The bylaws shall contain:

(1) The maximum amount or percentage of capital which may be owned or controlled by one member;

(2) A provision that in all decisions to amend the articles or bylaws, as the case may be, the members shall be informed of those decisions at least thirty days in advance through a mailing or a prominent notice at all association locations;

(3) The method and terms of admission to membership and the disposal of members' interests on termination of membership for any reason;

(4) A provision stating that a majority of the directors, or five per cent of the members or two hundred fifty members, whichever is less, may submit a petition in writing and demand a special membership meeting, which shall be called by the secretary within thirty days of that demand;

(5) A provision that notice for all meetings shall be made through posting prominent signs at all association locations or by mailing to the last known address of each member or director. Notices for special meetings shall specify the purpose of the meeting;

(6) A provision that associations shall not discriminate on their acceptance of members on a basis of race, gender, religion, income, marital status, or nationality; and

(7) A provision stating that within a specified period of time, any action taken by the directors must be referred to the members for approval or disapproval if demanded by petition by at least five per cent of the members or two hundred fifty members, whichever is less, or by majority vote of the directors; provided that rights of third parties which have vested between the time of action by the directors and approval or disapproval by the members shall not be impaired. [L 1982, c 97, pt of §2; am L 1984, c 217, §5; am L 2001, c 129, §65]
Haw. Rev. Stat. § 425E-602 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-602
Effect of dissociation as a limited partner.
Status: in_force

(a) Upon a person's dissociation as a limited partner:

(1) Subject to section 425E-704, the person shall not have further rights as a limited partner;

(2) The person's obligation of good faith and fair dealing as a limited partner under section 425E-305(b) continues only as to matters arising and events occurring before the dissociation; and

(3) Subject to section 425E-704 and article 11, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation shall be owned by the person as a mere transferee.

(b) A person's dissociation as a limited partner shall not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 414D-15 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-15
Notice.
Status: in_force

(a) Notice may be oral, in the form of an electronic transmission as described in subsections (i) and (j), or written.

(b) Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; by mail or private carrier; or by electronic transmission as described in subsections (i) and (j). If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where it is published; or by radio, television, or other form of public broadcast communication.

(c) Oral notice is effective when communicated if communicated in a comprehensible manner.

(d) Written notice by a domestic or foreign corporation to its members, if in a comprehensible form, shall be effective when mailed, if mailed postpaid and correctly addressed to the member's address shown in the corporation's current record of members.

(e) Except as provided in subsection (d), written notice, if in a comprehensible form, is effective at the earliest of the following:

(1) When received;

(2) Five days after its deposit with the United States Postal Service, as evidenced by the postmark; provided the notice is mailed with the correct address and with first class postage affixed; or

(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(f) Written notice is correctly addressed to a member of a domestic or foreign corporation if addressed to the member's last known address shown in the corporation's current list of members.

(g) A written notice or report delivered as part of a newsletter, magazine, or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's last known address shown in the corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current list of members, if addressed or delivered to one of the members, at the last known address appearing on the current list of members.

(h) Written notice is correctly addressed to a domestic or foreign corporation (authorized to transact business in the State), other than in its capacity as a member, if addressed to its registered agent or to its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

(i) Without limiting the manner by which notice otherwise may be given to members or directors, notice to members or directors given by the corporation under this chapter, the articles of incorporation, or the bylaws shall be effective if provided by electronic transmission consented to by the member or director to whom the notice is given. Any consent shall be revocable by the member or director by written notice or notice by electronic transmission to the corporation. Consent shall be deemed revoked if:

(1) The corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with the consent; and

(2) The inability to deliver becomes known to the secretary or an assistant secretary of the corporation, to the transfer agent, or other person responsible for giving notice; provided that the inadvertent failure to treat the inability to give electronic notice as a revocation shall not invalidate any meeting or other action.

(j) Notice given pursuant to subsection (i) shall be deemed given:

(1) If by facsimile telecommunication, when directed to a number at which the member or director has consented to receive notice;

(2) If by electronic mail, when directed to an electronic mail address at which the member or director has consented to receive notice;

(3) If by posting on an electronic network together with separate notice to the member or director of the specific posting, upon the later of the posting and the giving of the separate notice; and

(4) If by any other form of electronic transmission, when directed to the member or director.

An affidavit of the secretary, assistant secretary, transfer agent, or other agent of the corporation that the notice has been given by a form of electronic transmission, in the absence of fraud, shall be prima facie evidence of the fact of notice.

(k) If section 414D-105(b) or any other provision of this chapter prescribes notice requirements for particular circumstances, those requirements shall govern. If articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this chapter, those requirements shall govern. [L 2001, c 105, pt of §1; am L 2002, c 130, §38; am L 2009, c 23, §4; am L 2011, c 37, §4]
Haw. Rev. Stat. § 421-13 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-13
Directors.
Status: in_force

(a) The business of the association shall be managed by a board of not less than three directors; at least two-thirds of the directors shall be members of the association or officers, directors, or members of a member association. A director shall hold office for the term for which the director was named or elected and until the director's successor is elected and qualified.

(b) The names of the first directors shall be stated in the articles. Their successors shall be elected by the members at the first meeting of the members held after the incorporation of the association.

(c) The number, qualifications, terms of office, manner of election, time and place of meeting, and the powers and duties of the directors may, subject to this chapter, be prescribed by the articles or bylaws. Except as otherwise prescribed in the articles or bylaws:

(1) A director shall be elected for a term of one year.

(2) Vacancies in the board, other than by expiration of term, shall be filled by the remaining members of the board, unless the bylaws provide for the election of directors by districts, in which case the board shall call a special meeting of the members in the district to elect a person qualified to fill the vacancy. A director elected by the remaining members of the board shall serve until the director's successor is elected by the members, who may make the election at the next annual meeting of the members or at any special meeting called and held prior thereto.

(d) The bylaws may provide, if not restricted by the articles, that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to the districts, either directly or by district delegates elected by the members in that district. In such case, the bylaws shall specify, or vest in the board authority to determine, the number of directors to be elected by each district and the manner and method of apportioning the directors and of districting and redistricting the territory covered by the association. The bylaws may provide that primary elections shall be held in each district to nominate the directors apportioned thereto and that the result of all such primary elections may be ratified by the next regular meeting of the association or may be considered as a final election.

(e) The bylaws may provide for an executive committee to be elected by the board from their number and may allot to such committee all the functions and powers of the board subject to its general direction and control. [L 1949, c 234, pt of §1; RL 1955, §176-14; HRS §421-13; gen ch 1985]
Haw. Rev. Stat. § 414-42 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-42
General powers.
Status: in_force

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, the power:

(1) To sue and be sued, complain and defend in its corporate name;

(2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;

(3) To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this State, for managing the business and regulating the affairs of the corporation;

(4) To 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;

(5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(6) To purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;

(7) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;

(8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(9) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;

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

(11) To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;

(12) To 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 directors, officers, employees, and agents;

(13) To make donations for the public welfare or for charitable, scientific, or educational purposes;

(14) To transact any lawful business that will aid governmental policy; and

(15) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 425-127 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-127
Partner's transferable interest in partnership.
Status: in_force

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.
Haw. Rev. Stat. § 425R-13 — HI Code / Division 2 / Title 23 / Chapter 425R / Section 425R-13
Relation to Electronic Signatures in Global and National Commerce Act.
Status: in_force

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, [title] 15 United States Code section 7001, et seq., but does not modify, limit, or supersede section 101(c) of that Act, [title] 15 United States Code section 7001(c), or authorize delivery of any of the notices described in section 103(b) of that Act, [title] 15 United States Code section 7003(b).
Haw. Rev. Stat. § 425-197 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-197
Uniformity of application and construction.
Status: in_force

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
Haw. Rev. Stat. § 425-192 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-192
Conversion into and from partnerships or limited liability partnerships.
Status: in_force

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

(1) The domestic partnership or limited liability partnership acts on and its partners approve a plan of conversion in the manner prescribed by sections 425-203 and 428-904 to 428-906 and the conversion is treated as a merger to which the converting entity is a party and not the surviving entity;

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

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

(4) The converted entity shall be incorporated, formed, or organized as part of or pursuant to the plan of conversion.

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

(c) A plan of conversion shall set forth:

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

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

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

(4) The manner and basis of converting the partnership interests, or other forms of ownership of the converting entity into partnership interests, 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 partnership or limited liability partnership agreement of the converted entity if the converted entity is a partnership or limited liability partnership. [L 1999, c 280, pt of §4; am L 2001, c 129, §75; am L 2002, c 41, §18]
Haw. Rev. Stat. § 421-11 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-11
Membership or stock certificates, transfers, dividends, preferred stock.
Status: in_force

(a) No certificate for membership or stock shall be issued until fully paid for, but bylaws may provide that a member may vote and hold office prior to payment in full for the member's membership or stock.

(b) Dividends in excess of eight per cent on the actual cash value of the consideration received by the association shall not be paid on common or preferred stock or membership capital, but dividends may be cumulative.

(c) Net margins in excess of dividends and additions to reserves and excess shall be distributed on the basis of patronage, and if the bylaws so provide, distribution of such net margins may be restricted to members or may be made at the same or different rate for members and nonmembers. The books of the association shall show the interest of members and nonmembers in the reserves and excess. The bylaws may provide that any distribution to a nonmember, eligible for membership, may be credited to the nonmember until the amount thereof equals the value of a membership certificate or a share of the association's common stock. The distribution credited to the account of a nonmember may be transferred to the reserve fund at the option of the board if, after two years, the amount is less than the value of the membership certificate or a share of common stock.

(d) The bylaws may fix a time within which a member shall receive from the association, after the member has notified the association of the member's withdrawal, or after the adoption of a resolution by the board terminating the member's membership, the value in money of the member's membership interest in the association as appraised by the board of directors. If the board of directors approves the member's designation of a transferee of the member's membership interest, the association shall be under no obligation to pay the member the value of the member's interest.

(e) An association may issue preferred stock to members and nonmembers. Preferred stock may be redeemed or retired by the association on such terms and conditions as may be provided in the articles and printed on the stock certificate. Preferred stockholders shall not be entitled to vote, but no change in their priority or preference rights shall be effective until the written consent of the holders of two-thirds of the preferred stock has been obtained. Payment for preferred stock may be made in cash, services, or property on the basis of the fair value of the stock, services, and property as determined by the board. [L 1949, c 234, pt of §1; RL 1955, §176-12; HRS §421-11; am L 1982, c 257, §1; gen ch 1985]
Haw. Rev. Stat. § 425-169 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-169
Revocation if instrument dishonored.
Status: in_force

The director may revoke the filing of a document filed under this subpart if the director determines that the filing fee for the document was paid by an instrument that was dishonored when presented by the State for payment. Documents revoked under this section shall be returned and notice of revocation shall be given to the filing party by regular mail. Failure to give or receive the notice shall not invalidate revocation under this section. Revocation of a filing under this section shall not affect an earlier filing.
Haw. Rev. Stat. § 414-19 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-19
Certificates and certified copies to be received in evidence.
Status: in_force

All certificates issued by the department director pursuant to this chapter, and all copies of documents filed in the department director's office pursuant to this chapter when certified by the department director, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. A certificate by the department director, under the seal of the department of commerce and consumer affairs, as to the existence or nonexistence of the facts relating to corporations, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated.
Haw. Rev. Stat. § 414D-183 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-183
Articles of amendment.
Status: in_force

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

(1) The name of the corporation;

(2) The text of each amendment adopted;

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

(4) If approval of members was not required, a statement to that effect and a statement that the amendment 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 the amendment, and number of votes of each class indisputably voting on the amendment; and

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

(6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to section 414D-188, a statement that the approval was obtained. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 414-123 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-123
Court-ordered meeting.
Status: in_force

(a) The circuit court may summarily order a meeting to be held:

(1) On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting; or

(2) On application of a shareholder who signed a demand for a special meeting valid under section 414-122, if:

(A) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or

(B) The special meeting was not held in accordance with the notice.

(b) The court may fix the time and place of the meeting or determine that the meeting shall be held solely by means of remote communication as authorized by section 414-121(c), determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting. [L 2000, c 244, pt of §1; am L 2002, c 130, §16]
Haw. Rev. Stat. § 419-8 — HI Code / Division 2 / Title 23 / Chapter 419 / Section 419-8
Dissolution.
Status: in_force

A corporation formed under this chapter may be dissolved, voluntarily or involuntarily, in the manner provided in part XIII of chapter 414D; provided that:

(1) In lieu of the certificate and vote therein required for a voluntary dissolution, the incumbent of the corporation sole shall execute, subscribe, and verify a declaration of dissolution which shall set forth the name of the corporation, the reason for its dissolution or winding up, and that the dissolution has been duly authorized by the church, to administer the affairs, property, and temporalities of which the corporation was organized, and the director of commerce and consumer affairs shall be satisfied that the dissolution has been duly authorized;

(2) In lieu of the certificate of an officer, director, or manager of the corporation, therein required for the involuntary dissolution of a corporation which has ceased to have any assets and has failed to function, the certificate may be made by any authorized officer of the church, to administer the affairs, property, and temporalities of which the corporation was organized;

(3) In lieu of the directors or managers of the corporation the incumbent shall be a trustee to wind up the corporation, unless some other person or persons are appointed as therein provided;

(4) The church, to administer the affairs, property, and temporalities of which the corporation was organized, shall stand in the place and stead of the stockholders, and may be represented in court by any authorized officer thereof or trustee acting in its behalf; the remaining assets shall be distributed to such church or to a trustee or trustees in its behalf, or in such other manner as may be decreed by the circuit court of the judicial circuit in which the dissolved corporation had its principal office at the date of dissolution; and the trustee or trustees in dissolution, the director, the attorney general, or any person connected with the church, may file a petition for the determination of the manner of distribution of the remaining assets, or for the appointment of a trustee or trustees to act in behalf of the church; and

(5) In lieu of the officers of the corporation the incumbent shall represent the corporation with respect to the required tax clearance. [L Sp 1941, c 58, pt of §1(6769C); RL 1945, §8408; RL 1955, §175-8; am L Sp 1959 2d, c 1, §15; am L 1963, c 114, §3; HRS §419-8; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1988, c 370, §2; am L 2002, c 40, §55]
Haw. Rev. Stat. § 421C-35 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-35
Construction of chapter.
Status: in_force

If there is any conflict between this chapter and any other law, the provisions of this chapter shall control.
Haw. Rev. Stat. § 414-216 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-216
Committees.
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the board of directors.

(b) The creation of a committee and appointment of members to it must be approved by the greater of:

(1) A majority of all the directors in office when the action is taken; or

(2) The number of directors required by the articles of incorporation or bylaws to take action under section 414-215.

(c) Sections 414-211 to 414-215, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.

(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under section 414-191.

(e) A committee may not, however:

(1) Authorize distributions;

(2) Approve or propose to shareholders action that this chapter requires be approved by shareholders;

(3) Fill vacancies on the board of directors or on any of its committees;

(4) Amend articles of incorporation pursuant to section 414-282;

(5) Adopt, amend, or repeal bylaws;

(6) Approve a plan of merger not requiring shareholder approval;

(7) Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or

(8) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.

(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 414-221. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 425E-505 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-505
No distribution on account of dissociation.
Status: in_force

A person shall not have a right to receive a distribution on account of dissociation.
Haw. Rev. Stat. § 414D-278 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-278
Change of registered agent of foreign corporation.
Status: in_force

(a) A foreign corporation authorized to transact business in this State may change its registered agent by complying with the requirements of section 425R-7.

(b) If a registered agent changes its name, its address, or its type or jurisdiction of organization, the agent shall comply with the requirements of chapter 425R. [L 2001, c 105, pt of §1; am L 2002, c 130, §65; am L 2009, c 55, §25]
Haw. Rev. Stat. § 414-213 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-213
Notice of meeting.
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.

(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 425-3.5 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-3.5
Activities not constituting transacting business.
Status: in_force

(a) The activities of a foreign general partnership that do not constitute transacting business in this State within the meaning of this chapter include:

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

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

(3) Maintaining bank accounts;

(4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign 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 through employees, 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 chapter, the ownership in this State of income-producing real property or income-producing 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 general partnership to service of process, taxation, or regulation under any other law of this State. [L 2006, c 235, §1]
Haw. Rev. Stat. § 421-5 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-5
Name.
Status: in_force

Section 414D-61 shall apply to associations formed under this chapter and no domestic corporation not organized under this chapter shall use the word "cooperative" as a part of its name.
Haw. Rev. Stat. § 414D-144 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-144
Action without meeting.
Status: in_force

(a) Unless the articles 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 must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.

(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

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

(d) For purposes of this section, "written consent" includes a consent executed by an electronic or digital signature; provided that the corporation employs reasonable measures to authenticate the electronic or digital signature. Reasonable measures include commercially available security measures used by board meeting portal systems. [L 2001, c 105, pt of §1; am L 2019, c 65, §4]
Haw. Rev. Stat. § 415A-18 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-18
Administrative dissolution; expiration; reinstatement.
Status: reserved

(a) The director may commence a proceeding to dissolve a professional corporation administratively if the corporation fails to:

(1) Pay any fees prescribed by law;

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

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

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

Before the director may declare a professional corporation dissolved, the director shall give notice of any grounds for dissolution by mailing the notice to the professional corporation at its last known address appearing in the records of the director.

(b) If the professional corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the director that each ground determined by the director does not exist within sixty days after the date of mailing of the director's written notice, the director shall administratively dissolve the corporation by signing a decree of dissolution that recites any grounds for dissolution and its effective date. The decree shall be filed in the director's office. The administrative dissolution of a corporation shall not terminate the authority of its registered agent.

(c) A professional corporation that is administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under section 414-385 and notify claimants under sections 414-386 and 414-387.

(d) In each case where the director has given a professional corporation notice of intention to dissolve the corporation on the grounds that its articles of incorporation have been procured through fraud, the corporation shall be entitled to petition for an administrative hearing under chapter 91 and shall give written notice to the director thereof, before the director may declare the corporation dissolved under subsection (a).

(e) A professional corporation that is administratively dissolved under this section may apply to the director for reinstatement within two years after the effective date of dissolution. The application shall:

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

(2) Contain all reports due and unfiled;

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

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

Within the applicable reinstatement period, should the name of the professional corporation, or a name substantially identical thereto, be registered or reserved by another entity or if that name or a name substantially identical is registered as a trade name, trademark, or service mark, then reinstatement shall be allowed only upon the registration of a new name by the administratively dissolved professional corporation pursuant to the amendment provisions of this chapter.

(f) If a professional corporation's period of duration specified in its articles of incorporation has expired, the professional corporation continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under section 414-385 and notify claimants under sections 414-386 and 414-387.

(g) The professional corporation, at any time within two years of expiration of its period of duration, may amend its articles of incorporation to extend its period of duration, and upon the amendment, the professional corporation may resume carrying on its business as if the expiration had never occurred; provided that, if the name of the professional corporation or a name substantially identical thereto is registered or reserved by another entity, or if that name or a name substantially identical is registered as a trade name, trademark, or service mark, then the extension of its period of duration shall be allowed only upon the registration of a new name by the professional corporation pursuant to the amendment provisions of this chapter. [L 1985, c 259, pt of §1; am L 1987, c 135, §122; am L 1996, c 92, §9; am L 1998, c 2, §98; am L 1999, c 249, §15; am L 2000, c 219, §27; am L 2002, c 40, §51 and c 130, §77; am L 2004, c 121, §21; am L 2006, c 235, §10; am L 2008, c 54, §7; am L 2009, c 23, §8]
Haw. Rev. Stat. § 417E-10 — HI Code / Division 2 / Title 23 / Chapter 417E / Section 417E-10
Civil liabilities.
Status: in_force

(a) Any offeror who purchases a security in connection with a take-over offer in violation of this chapter shall be liable to the person selling the security to the offeror who may sue either at law or in equity. In an action for rescission, the seller shall be entitled to recover the security, plus any income received by the purchaser thereon, upon tender of the consideration received. Tender requires only notice of willingness to pay the amount specified in exchange for the security. Any notice may be given by service as in civil actions or by certified mail to the last known address of the person liable. Damages are the excess of either the value of the security on the date of purchase or its present value, whichever is greater, over the present value of the consideration received for the security.

(b) Every person who directly or indirectly controls a person liable under this section, every partner, principal executive officer, or director of such person, every person occupying a similar status or performing similar functions, every employee of such person who materially aids in the act or transaction constituting violation, and every broker-dealer or agent who materially aids in the act or transaction constituting violation, is also liable jointly or severally with and to the same extent as such person, unless the person who would otherwise be so liable proves that the person did not know and in the exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist. There is contribution as in cases of contract among the several persons so liable.

(c) No action may be maintained under this section unless commenced before the expiration of three years after the act or transaction constituting the violation or the expiration of one year after the discovery of the facts constituting the violation, whichever first expires.

(d) The rights and remedies under this chapter are in addition to any other rights or remedies that may exist at law or in equity. [L 1985, c 32, pt of §2]
Haw. Rev. Stat. § 428-802 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-802
Limited liability company continues after dissolution.
Status: in_force

(a) Subject to subsection (b), a limited liability company continues after dissolution only for the purpose of winding up its business.

(b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case:

(1) The limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and

(2) The rights of a third party accruing under section 428-804(a) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 425-103 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-103
Effect of partnership agreement; nonwaivable provisions.
Status: in_force

(a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this part governs relations among the partners and between the partners and the partnership.

(b) The partnership agreement shall not:

(1) Vary the rights and duties under section 425-105 except to eliminate the duty to provide copies of statements to all of the partners;

(2) Unreasonably restrict the right of access to books and records under section 425-122(b);

(3) Eliminate the duty of loyalty under section 425-123(b) or 425-132(b)(3), but:

(A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or

(B) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(4) Unreasonably reduce the duty of care under section 425-123(c) or 425-132(b)(3);

(5) Eliminate the obligation of good faith and fair dealing under section 425-123(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(6) Vary the power to dissociate as a partner under section 425-131(a), except to require the notice under section 425-130(1) to be in writing;

(7) Vary the right of a court to expel a partner in the events specified in section 425-130(5);

(8) Vary the requirement to wind up the partnership business in cases specified in section 425-138(4), (5), or (6); or

(9) Restrict rights of third parties under this part. [L 1999, c 284, pt of §1; am L 2000, c 218, §4]
Haw. Rev. Stat. § 414D-88 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-88
REPEALED.
Status: in_force

L 2002, c 130, §113.
Haw. Rev. Stat. § 414-284 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-284
Voting on amendments by voting groups.
Status: in_force

(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this chapter) on a proposed amendment if the amendment would:

(1) Increase or decrease the aggregate number of authorized shares of the class;

(2) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(3) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(4) Change the designation, rights, preferences, or limitations of all or part of the shares of the class;

(5) Change the shares of all or part of the class into a different number of shares of the same class;

(6) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(7) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(8) Limit or deny an existing preemptive right of all or part of the shares of the class; or

(9) Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.

(b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.

(c) If a proposed amendment that entitles two or more series of shares to vote as separate voting groups under this section would affect those two or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.

(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-18 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-18
Miscellaneous charges.
Status: in_force

The department director shall charge and collect:

(1) For furnishing a certified copy of any document, instrument, or paper relating to a corporation, $10; and

(2) At the time of any service of process on the department director as agent for service of process of a corporation, $10, which amount may be recovered as taxable costs by the party to the action causing the service to be made if that party prevails in the action. [L 2002, c 130, §4; am L 2004, c 116, §5]
Haw. Rev. Stat. § 428-1204 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-1204
Interrogatories by director.
Status: in_force

(a) The director may direct to any limited liability company or foreign limited liability company subject to this chapter, and to any member or manager of any limited liability company or foreign limited liability company subject to this chapter, any interrogatories reasonably necessary and proper to enable the director to ascertain whether the limited liability company or foreign limited liability company has complied with all of the provisions of this chapter applicable to the limited liability company or foreign limited liability company.

The interrogatories shall be answered within thirty days after the date of mailing, or within such additional time as shall be fixed by the director. The answers to the interrogatories shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by the individual, and if directed to a limited liability company or foreign limited liability company, they shall be answered by a manager of a manager-managed company, a member of a member-managed company, or fiduciary if the company is in the hands of a receiver, trustee, or other court appointed fiduciary.

The director need not file any record in a court of competent jurisdiction to which the interrogatories relate until the interrogatories are answered as provided in this section, and not then if the answers thereto disclose that the record is not in conformity with the requirements of this chapter. The director shall certify to the attorney general, for such action as the attorney general may deem appropriate, all interrogatories and answers which disclose a violation of this chapter.

(b) Interrogatories initiated by the director and the answers shall not be open to public inspection, nor shall the director disclose any facts or information obtained through interrogatories, except insofar as the director's official duty may require the disclosure to be made public, or in the event the interrogatories or the answers are required for evidence in any criminal proceedings, or in any other action by this State. [L 1996, c 92, pt of §1; am L 1998, c 11, §22]
Haw. Rev. Stat. § 414-35 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-35
Organization of corporation.
Status: in_force

(a) After incorporation:

(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;

(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect:

(A) Directors and complete the organization of the corporation; or

(B) A board of directors who shall complete the organization of the corporation.

(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.

(c) An organizational meeting may be held in or out of this State. [L 2000, c 244, pt of §1]

Revision Note

Subsection (a)(2)(A) and (B) redesignated pursuant to §23G-15.
Haw. Rev. Stat. § 414-34 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-34
Liability for pre-incorporation 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. § 414D-324 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-324
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 does 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. § 421J-10.5 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-10.5
Association fiscal matters; lien for assessments.
Status: in_force

(a) All sums assessed by the association, but unpaid for the share of the assessments chargeable to any unit, shall constitute a lien on the unit. The priority of the association's lien shall, except as otherwise provided by law, be as provided in the association documents or, if no priority is provided in the association documents, by the recordation date of the liens; provided that any amendment to the association documents that governs the priority of liens on the unit shall not provide that an association lien shall have priority over a mortgage lien that is recorded before the amendment is recorded. A lien recorded by an association for unpaid assessments shall expire six years from the date of recordation unless proceedings to enforce the lien are instituted prior to the expiration of the lien; provided that the expiration of a recorded lien shall in no way affect the association ' s automatic lien that arises pursuant to this subsection or the association documents. Any proceedings to enforce an association ' s lien for any assessment shall be instituted within six years after the assessment became due; provided that if the owner of a unit subject to a lien of the association files a petition for relief under the United States Bankruptcy Code (11 U.S.C. §101 et seq . ), the period of time for instituting proceedings to enforce the association ' s lien shall be tolled until thirty days after the automatic stay of proceedings under s ection 362 of the United States Bankruptcy Code (11 U.S.C. §362) is lifted.

The lien of the association may be foreclosed by action or by nonjudicial or power of sale foreclosure procedures set forth in chapter 667, by the managing agent or board, acting on behalf of the association and in the name of the association; provided that no association may exercise the nonjudicial or power of sale remedies provided in chapter 667 to foreclose a lien against any unit that arises solely from fines, penalties, legal fees, or late fees, and the foreclosure of any such lien shall be filed in court pursuant to part IA of chapter 667. In any association foreclosure, the unit owner shall be required to pay a reasonable rental for the unit, if so provided in the association documents or the law, and the plaintiff in the foreclosure shall be entitled to the appointment of a receiver to collect the rental owed by the unit owner or any tenant of the unit. If the association is the plaintiff, it may request that its managing agent be appointed as receiver to collect the rent al from the tenant. The managing agent or board, acting on behalf of the association and in the name of the association , may bid on the unit at foreclosure sale and acquire and hold, lease, mortgage, and convey the unit thereafter as the board deems reasonable . Action to recover a money judgment for unpaid assessments shall be maintainable without foreclosing or waiving the lien securing the unpaid assessments owed.

In the case of a voluntary conveyance, the grantee of a unit shall be jointly and severally liable with the grantor for all unpaid assessments against the latter for the grantor's share of the common expenses up to the time of the grant or conveyance, without prejudice to the grantee's right to recover from the grantor the amounts paid by the grantee. Any such grantor or grantee is entitled to a statement from the board, either directly or through its managing agent or resident manager, setting forth the amount of the unpaid assessments against the grantor. The grantee is not liable and the unit conveyed is not subject to a lien for any unpaid assessments against the grantor in excess of the amount set forth in the statement, except as to the amount of subsequently dishonored checks mentioned in the statement as having been received within the thirty - day period immediately preceding the date of such statement.

(b) Except as provided in subsection ( g ) or in the association documents , when the mortgagee of a mortgage of record or other purchaser of a unit obtains title to the unit as a result of foreclosure of the mortgage, the acquirer of title and the acquirer's successors and assigns shall not be liable for the share of the assessments by the association chargeable to the unit that became due prior to the acquisition of title to the unit by the acquirer. The unpaid share of assessments shall be deemed to be assessments collectible from all of the unit owners, including the acquirer and the acquirer's successors and assigns. The mortgagee of record or other purchaser of the unit shall be deemed to acquire title and shall be required to pay the unit's share of assessments beginning:

(1) Thirty-six days after the order confirming the sale to the purchaser has been filed with the court;

(2) Sixty days after the hearing at which the court grants the motion to confirm the sale to the purchaser;

(3) Thirty days after the public sale in a nonjudicial power of sale foreclosure conducted pursuant to chapter 667; or

(4) Upon the recording of the instrument of conveyance ;

whichever occurs first; provided that the mortgagee of record or other purchaser of the unit shall not be deemed to acquire title under paragraph (1), (2), or (3), if transfer of title is delayed past the thirty-six days specified in paragraph (1), the sixty days specified in paragraph (2), or the thirty days specified in paragraph (3), when a person (other than the mortgagee of record or other purchaser of the unit) who appears at the hearing on the motion or a party to the foreclosure action (other than the mortgagee of record or other purchaser of the unit) requests reconsideration of the motion or order to confirm sale, objects to the form of the proposed order to confirm sale, appeals the decision of the court to grant the motion to confirm sale, or the debtor or mortgagor declares bankruptcy or is involuntarily placed into bankruptcy. In any such case, the mortgagee of record or other purchaser of the unit shall be deemed to acquire title upon recordation of the instrument of conveyance.

(c) Except as provided in section 667-92(c), no unit owner shall withhold any assessment claimed by the association. A unit owner who disputes the amount of an assessment may request a written statement clearly indicating:

(1) The amount of regular and special assessments included in the assessment, including the due date of each amount claimed;

(2) The amount of any penalty, late fee, lien filing fee, and any other charge included in the assessment;

(3) The amount of attorneys' fees and costs, if any, included in the assessment;

(4) That under Hawaii law, a unit owner has no right to withhold assessments for any reason;

(5) That a unit owner has a right to demand mediation to resolve disputes about the amount or validity of an association's assessment ; provided that the unit owner immediately pays the assessment in full and keeps assessments current; and

(6) That payment in full of the assessment does not prevent the unit owner from contesting the assessment or receiving a refund of amounts not owed.

Nothing in this section shall limit the rights of a unit owner to the protection of all fair debt collection procedures mandated under federal and state law.

(d) A unit owner who pays an association the full amount claimed by the association may file a claim against the association in court, including small claims court , or require the association to mediate under section 421J-13 to resolve any disputes concerning the amount or validity of the association's claim. If the unit owner and the association are unable to resolve the dispute through mediation, either party may file for relief with a court ; provided that a unit owner may only file for relief in court if all amounts claimed by the association are paid in full on or before the date of filing. If the unit owner fails to keep all association assessments current during the court hearing , the association may ask the court to temporarily suspend the proceedings. If the unit owner pays all association assessments within thirty days of the date of suspension, the unit owner may ask the court to recommence the proceedings. If the unit owner fails to pay all association assessments by the end of the thirty-day period, the association may ask the court to dismiss the proceedings. The unit owner shall be entitled to a refund of any amounts paid to the association that are not owed.

(e) In conjunction with or as an alternative to foreclosure proceedings under subsection (a), where a unit is owner-occupied, the association may authorize its managing agent or board, after sixty days written notice to the unit owner of the unit's share of the assessments, to terminate the delinquent unit's access to the common areas and cease supplying a delinquent unit with any and all services normally supplied or paid for by the association. Any terminated services and privileges shall be restored upon payment of all delinquent assessments , but need not be restored until payment in full is received .

(f) Before the board or managing agent may take the actions permitted under subsection (e), the board shall adopt a written policy providing for such 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.

(g) Subject to this subsection and subsection (h ), the board may specially assess the amount of the unpaid regular periodic assessments for assessments against a person who, in a judicial or nonjudicial power of sale foreclosure, purchases a delinquent unit; provided that:

(1) A purchaser who holds a mortgage on a delinquent unit , which mortgage is not subordinate to the priority o f lien by the association , and who acquires the delinquent unit through a judicial or nonjudicial foreclosure proceeding, including purchasing the delinquent unit at a foreclosure auction, shall not be obligated to make, nor be liable for, payment of the special assessment as provided for under this subsection; and

(2) A person who subsequently purchases the delinquent unit from the mortgagee referred to in paragraph (1) shall be obligated to make, and shall be liable for, payment of the special assessment provided for under this subsection; and provided further that the mortgagee or subsequent purchaser may require the association to provide , at no charge , a notice of the association's intent to claim a lien against the delinquent unit for the amount of the special assessment, prior to the subsequent purchaser's acquisition of title to the delinquent unit. The notice shall state the amount of the special assessment, how that amount was calculated, and the legal description of the unit.

(h) The amount of the special assessment assessed under subsection (g) shall not exceed the total amount of unpaid regular periodic assessments that were assessed during the six months immediately preceding the completion of the judicial or nonjudicial power of sale foreclosure.

(i) For purposes of subsections (g) and (h), the following definitions shall apply, unless the context requires otherwise:

"Completion" means:

(1) In a nonjudicial power of sale foreclosure, when the affidavit required under section 667-33 is recorded ; and

(2) In a judicial foreclosure, when a purchaser is deemed to acquire title pursuant to subsection (b).

"Regular periodic assessments" does not include:

(1) Any special assessment, except for a special assessment imposed on all units as part of a budget adopted pursuant to the association documents;

(2) Late charges, fines, or penalties;

(3) Interest assessed by the association;

(4) Any lien arising out of the assessment; or

(5) Any fees or costs related to the collection or enforcement of the assessment, including attorneys' fees and court costs. [L 2012, c 182, pt of § 2(1); am L 201 4 , c 65 , § 2 ]
Haw. Rev. Stat. § 414D-158 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-158
Officers' authority to execute documents.
Status: in_force

Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two officers in category 1 below, or by one officer in category 1 below and one officer in category 2 below.

(1) Category 1: The presiding officer of the board and the president; and

(2) Category 2: A vice president, the secretary, treasurer, and executive director. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 425-123 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-123
General standards of partner's conduct.
Status: in_force

(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c).

(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:

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

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

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

(c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(d) A partner shall discharge the duties to the partnership and the other partners under this part or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

(e) A partner does not violate a duty or obligation under this part or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.

(f) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.

(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 428-1104 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-1104
Expenses.
Status: in_force

If a derivative action for a limited liability company is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct the plaintiff to remit to the limited liability company the remainder of the proceeds received.
Haw. Rev. Stat. § 414-52 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-52
Reserved name.
Status: reserved

(a) A person may reserve the exclusive use of a domestic or foreign corporate name including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department director for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the department director finds that the corporate name applied for is available, the department director shall reserve the name for the applicant's exclusive use for a one hundred twenty-day period.

(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the department director a signed notice of the transfer that states the name and address of the transferee. [L 2000, c 244, pt of §1; am L 2001, c 129, §14]
Haw. Rev. Stat. § 420D-4 — HI Code / Division 2 / Title 23 / Chapter 420D / Section 420D-4
Termination of sustainable business corporation status.
Status: in_force

(a) A sustainable business corporation may terminate its status as such and cease to be subject to this chapter by amending its articles to delete the statement that the corporation is a sustainable business corporation. An amendment pursuant to this subsection shall not be effective unless it is adopted by at least the minimum status vote.

(b) If a plan of merger, consolidation, division, or share exchange would have the effect of terminating the status of a business corporation as a sustainable business corporation, the plan 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. § 414-435 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-435
Effect of certificate of authority.
Status: in_force

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State subject to the right of this State to revoke the certificate as provided in this chapter.

(b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.

(c) This chapter does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-162 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-162
Advance for expenses.
Status: in_force

(a) A corporation, before final disposition of a proceeding, may advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding; provided:

(1) The director furnishes the corporation with a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 414D-160;

(2) The director furnishes the corporation with a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and

(3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this part.

(b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 414D-164. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 421C-31 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-31
Merger.
Status: in_force

The general corporation laws relating to the merger of domestic corporations shall apply to associations formed under this chapter.
Haw. Rev. Stat. § 414-343 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-343
Dissent by nominees and beneficial owners.
Status: in_force

(a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the shareholder's name only if the shareholder dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf the record shareholder asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the partial dissenter dissents and the partial dissenter's other shares were registered in the names of different shareholders.

(b) A beneficial shareholder may assert dissenters' rights as to shares held on the beneficial shareholder's behalf only if:

(1) The beneficial shareholder submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and

(2) The beneficial shareholder does so with respect to all shares of which the beneficial shareholder is the beneficial shareholder or over which the beneficial shareholder has power to direct the vote. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-141 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-141
Vacancy on board.
Status: in_force

(a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(1) The members, if any, may fill the vacancy; if the vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members;

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

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

(b) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

(c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.

(d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 414D-137(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 414D-280 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-280
Service on foreign corporation.
Status: in_force

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

(b) If no officer, director, manager, superintendent, or other person in charge of the property, business, or office of the foreign corporation can be found within the State, and if the foreign corporation has not filed with the department director pursuant to this chapter the name of a registered agent upon whom legal notice and process from the courts of the State may be served, and likewise if the person named is not found within the State, service may be made upon the foreign corporation by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent annual report filed under section 414D-308.

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

(1) The date the foreign corporation receives the mail;

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

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

(d) Nothing contained herein shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a foreign corporation in any other manner permitted by law. [L 2001, c 105, pt of §1; am L 2003, c 124, §38]
Haw. Rev. Stat. § 425E-811 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-811
Appeal from denial of reinstatement.
Status: in_force

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

(b) The limited partnership may appeal the denial of reinstatement to the circuit court within thirty days after the mailing of the notice of denial. The limited partnership may appeal by petitioning the court to set aside the cancellation and attaching to the petition copies of the director's declaration of cancellation the limited partnership's application for reinstatement, and the director's notice of denial.

(c) The court may summarily order the director to reinstate the administratively canceled limited partnership or may take other action the court considers appropriate.

(d) The court's final decision may be appealed as in other civil proceedings. [L 2003, c 210, pt of §1; am L 2006, c 184, §26; am L 2008, c 54, §8]
Haw. Rev. Stat. § 420D-7 — HI Code / Division 2 / Title 23 / Chapter 420D / Section 420D-7
Benefit director.
Status: in_force

(a) The board of directors of a sustainable business corporation shall include one director who shall be designated the "benefit director" and who shall have, in addition to all of the powers, duties, rights, and immunities of the other directors of the sustainable business corporation, the powers, duties, rights, and immunities provided in this section.

(b) The benefit director shall be elected pursuant to sections 414-193 and 414-194 and may be removed in the manner provided by sections 414-198 and 414-199. The benefit director may serve concurrently as the benefit officer. The articles or bylaws of a sustainable business corporation may prescribe additional qualifications of the benefit director; provided that the qualifications are consistent with this subsection.

(c) The benefit director shall prepare, and the sustainable business corporation shall include in the annual benefit report to shareholders required by section 420D-11, a statement whether, in the opinion of the benefit director, the sustainable business corporation acted in accordance with its general, and any specific, public benefit purpose in all material respects during the period covered by the report and whether the directors and officers complied with sections 420D-6(a) and 420D-8(a), respectively. If in the opinion of the benefit director the sustainable business corporation or its directors or officers failed to act according to the requirements of this chapter, then the statement of the benefit director shall include a description of the ways in which the sustainable business corporation or its directors or officers failed to act according to the requirements of this chapter. The benefit director's statement included in the final draft of the benefit report shall include formal responses to all questions, concerns, comments, and suggestions raised through the public comment period required by section 420D-11.

(d) A benefit director shall be independent of and shall have no material relationship with the sustainable business corporation. [L 2011, c 209, pt of §1]
Haw. Rev. Stat. § 415A-16.6 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-16.6
Articles of conversion.
Status: in_force

(a) If a plan of conversion has been approved in accordance with section 415A-16.5 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 in accordance with section 415A-16.5;

(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 shareholder of the converting entity or the converted entity;

(2) If the converting entity is a professional corporation, the number of shares outstanding and, if the shares of any class or series are entitled to vote as a class, the designation and number of outstanding shares of each such class or series;

(3) If the converting entity is a professional corporation, the number of shares outstanding that voted for and against the plan and, if the shares of any class or series are entitled to vote as a class, the number of shares of each such class or series that voted for and against the plan; and

(4) If the converting entity is another 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 §2; am L 2001, c 129, §55; am L 2009, c 23, §7]
Haw. Rev. Stat. § 425E-206 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-206
Filing in the office of the director; effective time and date.
Status: in_force

(a) A certified and executed certificate of limited partnership, any certificate of amendment or cancellation, or of any judicial decree of amendment or cancellation, an application for registration as a foreign limited partnership, or any certificate relating thereto, shall be delivered to the director for filing. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of that person's authority as a prerequisite to filing. Unless the director finds that any certificate does not conform to law, upon receipt of all filing fees required by law, the director shall:

(1) Stamp the document with the word "Filed" and the date of delivery thereof; and

(2) File the document in the director's office.

(b) Upon the filing of a certificate of amendment or judicial decree of amendment in the office of the director, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation or a judicial decree thereof, the certificate of limited partnership shall be canceled.

(c) Except as otherwise provided in subsection (d) and section 425E-207, a document accepted for filing shall be effective at the time of filing on the date it is filed, as evidenced by the director's date and time endorsement on the original document.

(d) Articles of conversion and articles of merger may specify a delayed effective time and date, and if so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document shall be effective at the close of business on that date. A delayed effective date for a document shall not be later than the thirtieth day after the date it is filed. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 428-811 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-811
Reinstatement following administrative termination.
Status: reserved

(a) A limited liability company administratively terminated under section 428-810 may apply to the director for reinstatement within two years after the effective date of termination. The application shall:

(1) Recite the name of the limited liability company and the effective date of its administrative termination;

(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 director of taxation reciting that all taxes owed by the company have been paid, a payment arrangement has been entered into, or the unpaid tax liabilities are being contested in an administrative or judicial appeal with the department of taxation.

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

(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative termination and the limited liability company resumes carrying on its business as if the administrative termination had never occurred. [L 1996, c 92, pt of §1; am L 1999, c 164, §10; am L 2006, c 184, §34 and c 235, §21; am L 2012, c 58, §21]
Haw. Rev. Stat. § 425-10 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-10
Taxes, etc.
Status: in_force

§425-10 Taxes, etc., a prior lien on partnership property on dissolution. Upon dissolution of a general partnership, any lawful taxes, imposts, license fees or assessments for which the partnership, or any partner in respect thereof, is liable shall constitute a prior lien upon the assets of the partnership but not as against the interest of those creditors who have prior recorded liens.
Haw. Rev. Stat. § 414D-167 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-167
Application of this part.
Status: in_force

(a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with this part. If articles of incorporation limit indemnification or advances for expenses, indemnification and advances for expenses are valid only to the extent consistent with the articles.

(b) This part shall not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.

(c) A corporation, by a provision in its articles of incorporation or bylaws, in a resolution adopted, or in a contract approved by its board of directors or members, may obligate itself, in advance of the act or omission giving rise to a proceeding, to provide indemnification in accordance with section 414D-160 or advance funds to pay for or reimburse expenses in accordance with section 414D-162. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in [sections] 414D-164 and 414D-162(c). Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 414D-162 to the fullest extent permitted by law, unless the provision specifically provides otherwise. [L 2001, c 105, pt of §1; am L 2003, c 81, §2]
Haw. Rev. Stat. § 421I-13 — HI Code / Division 2 / Title 23 / Chapter 421I / Section 421I-13
Service of process.
Status: in_force

The board of directors of the corporation shall establish a policy to provide reasonable access to persons authorized to serve civil process in compliance with section 634-21.5.
Haw. Rev. Stat. § 421C-36 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-36
Exemption of voting stock from registration.
Status: in_force

Membership stock or membership certificates under section 421C-3(a), or share or membership capital of any association organized under or existing prior to passage of this chapter shall be included as exempt securities under section 485A-201.
Haw. Rev. Stat. § 414D-282 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-282
Withdrawal of foreign corporation.
Status: in_force

(a) A foreign corporation authorized to transact business in this State shall not withdraw from this State until it obtains a certificate of withdrawal from the department director.

(b) A foreign corporation authorized to transact business in this State may apply for a certificate of withdrawal by delivering an application to the department director for filing. The application shall set forth:

(1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;

(2) That it is not transacting business in this State and that it surrenders its authority to transact business in this State;

(3) That it revokes the authority of its registered agent to accept service on its behalf, and consents that service of process in any action or proceeding based upon any cause of action arising in this State during the time the corporation was authorized to conduct affairs in this State may thereafter be made on such corporation by service thereof on the department director; and

(4) A mailing address to which the department director may mail a copy of any process served on the department director under paragraph (3).

(c) After the withdrawal of the corporation is effective, service of process on the department director under this section is service on the foreign corporation. Upon receipt of process, the department director shall mail a copy of the process to the foreign corporation at the mailing address set forth in its application for withdrawal.

(d) After the filing of the application of withdrawal, the department director shall issue a certificate of withdrawal that shall be effective as of the date of the filing of the application of withdrawal, and the authority of the foreign corporation to transact business in this State shall cease. [L 2001, c 105, pt of §1; am L 2002, c 130, §66]
Haw. Rev. Stat. § 421C-42 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-42
Disposition of non-escheat patronage refunds.
Status: in_force

(a) An electric utility cooperative association shall transfer all non-escheat patronage refunds to a nonprofit corporation incorporated pursuant to chapter 414D.

(b) The nonprofit corporation to which non-escheat patronage refunds are transferred pursuant to subsection (a) shall use the non-escheat patronage refunds to:

(1) Fund electric energy assistance programs for low-income persons who reside in the service area of the electric utility cooperative association;

(2) Make donations to other nonprofit charitable and community organizations, as authorized by its board of directors;

(3) Grant educational scholarships to individuals who reside in the service area of the electric utility cooperative association; or

(4) Support other appropriate uses for the benefit of the general membership of the electric utility cooperative association, as may be authorized by its board of directors. [L 2005, c 52, pt of §1]
Haw. Rev. Stat. § 425-170 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-170
REPEALED.
Status: in_force

L 2002, c 130, §117.
Haw. Rev. Stat. § 421-22 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-22
Annual report.
Status: in_force

(a) An association formed under this chapter shall file with the director of commerce and consumer affairs an annual report. The annual report shall contain:

(1) The name of the association;

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

(3) A general statement of its business operations during the fiscal year that includes:

(A) The amount of capital stock paid up;

(B) The number of shareholders, if a stock corporation, or the number of members and the amount of membership fees received, if a nonstock association;

(C) An income statement; and

(D) Its balance sheet.

(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 associations whose date of registration 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 association'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 association'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 association'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 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.

(e) A copy of the report shall be submitted to the members at their annual meeting, or mailed to each member of the association, or printed in an official publication of the association. [L 1949, c 234, pt of §1; RL 1955, §176-23; am L Sp 1959 2d, c 1, §§15, 22; am L 1961, c 132, §2; am L 1963, c 114, §3; HRS §421-22; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 2002, c 130, §79; am L 2003, c 124, §44]
Haw. Rev. Stat. § 428-603 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-603
Effect of a member's dissociation.
Status: in_force

(a) Upon a member's dissociation from a limited liability company:

(1) In an at-will company, the company shall cause the dissociated member's company interest to be purchased under part VII; and

(2) In a company having a specified term:

(A) If the company dissolves and winds up its business on or before the expiration of its specified term, part VIII applies to determine the dissociated member's rights to distributions; and

(B) If the company does not dissolve and wind up its business on or before the expiration of its specified term, the company must cause the dissociated member's distributional interest to be purchased under part VII on the date of the expiration of the term specified at the time of the member's dissociation.

(b) Upon a member's dissociation from a limited liability company:

(1) The member's right to participate in the management and conduct of the company's business terminates, except as provided in section 428-803, and the member ceases to be a member and is treated the same as a transferee;

(2) The member's duty of loyalty under section 428-409(b)(3) terminates; and

(3) The member's duty of loyalty under section 428-409(b)(1) and (2) and duty of care under section 428-409(c) continue only with regard to matters arising and events occurring prior to the member's dissociation, unless the member participates in winding up the company's business pursuant to section 428-803. [L 1996, c 92, pt of §1; am L 1999, c 164, §6]
Haw. Rev. Stat. § 428-804 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-804
Member's or manager's power and liability as agent after dissolution.
Status: in_force

(a) A limited liability company is bound by a member's or manager's act after dissolution that:

(1) Is appropriate for winding up the company's business; or

(2) Would have bound the company under section 428-301 before dissolution if the other party to the transaction did not have notice of the dissolution.

(b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 414D-157 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-157
Contract rights of officers.
Status: in_force

(a) The appointment of an officer shall not itself create contract rights.

(b) An officer's removal shall not affect the officer's contract rights, if any, with the corporation. An officer's resignation shall not affect the corporation's contract rights, if any, with the officer. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 414D-274 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-274
Change of name by foreign corporation.
Status: in_force

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

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

(c) If a foreign corporation is unable to change its name to a name that is available to it under the laws of this State, it may deliver to the department director a copy of a certificate of registration of a different name as a trade name and thereafter shall become authorized to transact business in the State under that name. [L 2001, c 105, pt of §1; am L 2003, c 124, §36]
Haw. Rev. Stat. § 425E-107 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-107
Supplemental principles of law; rate of interest.
Status: in_force

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in section 478-2. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 425-113 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-113
Transfer of partnership property.
Status: in_force

(a) Partnership property may be transferred as follows:

(1) Subject to the effect of a partnership registration statement filed under section 425-1, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.

(2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 425-112 and:

(1) As to a subsequent transferee who gave value for property transferred under subsection (a)(1) and (2), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or

(2) As to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property.

(d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 425E-302 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-302
No right or power as limited partner to bind limited partnership.
Status: in_force

A limited partner shall not have the right or the power as a limited partner to act for or bind the limited partnership.
Haw. Rev. Stat. § 414D-187 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-187
Bylaws.
Status: in_force

The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation.
Haw. Rev. Stat. § 414D-136 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-136
Staggered terms for directors.
Status: in_force

The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.
Haw. Rev. Stat. § 424-1 — HI Code / Division 2 / Title 23 / Chapter 424 / Section 424-1
General provisions.
Status: in_force

A nonprofit optometric service corporation may be formed for the purposes of contracting with individuals and corporations, both public and private, for defraying or assuming the costs of services of optometrists, and the contracting on behalf of optometrists to furnish such services. The director of commerce and consumer affairs shall grant to applicants who file articles of incorporation in conformity with section 414D-32 a charter of incorporation for the establishment and conduct of an optometric service corporation; provided that the corporation may not engage directly or indirectly in the performance of the corporate purposes or objects unless all of the following requirements are met:

(1) At least twenty-five per cent of all licensed optometrists in this State have become members of the corporation;

(2) Membership in the corporation and an opportunity to render professional services upon a uniform basis are available to all licensed optometrists in this State;

(3) Voting by proxy and cumulative voting are prohibited; and

(4) A certificate of compliance with the requirements of paragraphs (1), (2), and (3) has been issued to the corporation by the Hawaii board of optometry.

Any charter granted or corporation created under authority of this section shall be subject to all general laws enacted in regard to nonprofit corporations. [L 1965, c 84, §2; Supp, §176E-1; HRS §424-1; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1988, c 370, §9; am L 2002, c 40, §62; am L 2018, c 203, §6]
Haw. Rev. Stat. § 414D-249 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-249
Procedure for and effect of administrative dissolution and effect of expiration.
Status: reserved

(a) If the department director determines that one or more grounds exist under section 414D-248 for dissolving a corporation, the department director shall give written notice of the department director's determination by mailing the notice to the corporation at its last known address appearing in the records of the department director.

(b) If the corporation does not correct each ground for dissolution 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 administratively dissolve the corporation by signing a decree of dissolution that recites any grounds for dissolution and its effective date. The decree shall be filed in the department director's office.

(c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 414D-245 and notify its claimants under sections 414D-246 and 414D-247.

(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.

(e) If a corporation's period of duration specified in its articles of incorporation has expired, the corporation continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its business and affairs under section 414D-245 and notify claimants under sections 414D-246 and 414D-247.

(f) The corporation, at any time within two years of the expiration of its period of duration, may amend its articles of incorporation to extend its period of duration and, upon the amendment, the corporation may resume carrying on its activities as if the expiration had never occurred; provided that if the name of the corporation, or a name substantially identical is registered or reserved by another entity, or if that name or a name substantially identical is registered as a trade name, trademark, or service mark, the extension of its period of duration shall be allowed only upon the registration of a new name by the corporation pursuant to the amendment provisions of this chapter. [L 2001, c 105, pt of §1; am L 2003, c 124, §33; am L 2006, c 184, §12; am L 2008, c 54, §5; am L 2009, c 23, §5]
Haw. Rev. Stat. § 415A-10 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-10
Death or disqualification of a shareholder.
Status: in_force

(a) Upon the death of a shareholder of a professional corporation, or if a shareholder of a professional corporation becomes a disqualified person, or if shares of a professional corporation are transferred by operation of law or court decree to a disqualified person, the shares of the deceased shareholder or of the disqualified person may be transferred to a qualified person and, if not so transferred, shall be purchased or redeemed by the corporation to the extent of funds which may be legally made available for such purchase; provided that upon the death of a sole shareholder of a professional corporation, the personal representative of the estate of the deceased sole shareholder may elect to dissolve the professional corporation, by delivering for filing articles of dissolution signed by the personal representative and the surviving officer of the professional corporation. If the personal representative elects to dissolve the professional corporation, the personal representative may publish a notice to creditors.

(b) If the price for the shares of the corporation is not fixed by its articles of incorporation or bylaws or by private agreement, the corporation within six months after such death or thirty days after such disqualification or transfer, as the case may be, shall make a written offer to pay for the shares at a specified price deemed by the corporation to be the fair value thereof as of the date of the death, disqualification, or transfer. The offer shall be given to the personal representative of the estate of a deceased shareholder or to the disqualified shareholder or transferee and shall be accompanied by a balance sheet of the corporation, as of the latest available date and not more than twelve months prior to the making of the offer, and a profit and loss statement of the corporation for the twelve-month period ended on the date of that balance sheet.

(c) If within thirty days after the date of the written offer from the corporation the fair value of the shares is agreed upon between the disqualified person and the corporation, payment therefor shall be made within sixty days, or such other period as the parties may fix by agreement, after the date of the offer, upon surrender of the certificate or certificates representing the shares. Upon payment of the agreed value the disqualified person shall cease to have any interest in the shares.

(d) If within such period of thirty days the disqualified person and the corporation do not so agree, then the corporation, within thirty days after receipt of written demand from the disqualified person given within sixty days after the date of the corporation's written offer or at its election at any time within such period of sixty days, shall file a petition in any court of competent jurisdiction in the circuit where the principal office of the corporation is located requesting that the fair value of the shares be found and determined. If the corporation fails to file a petition as provided in this subsection, the disqualified person may file a petition within sixty days after delivery of a written demand to the corporation. The disqualified person, wherever residing, shall be made a party to the proceeding as an action against the person's shares quasi in rem. A copy of the petition shall be served on the disqualified person, if a resident of this State, and shall be served by registered or certified mail on the disqualified person, if a nonresident. Service on nonresidents shall also be made by publication as provided by law. The jurisdiction of the court shall be plenary and exclusive. The disqualified person shall be entitled to judgment against the corporation for the amount of the fair value of the person's shares as of the date of death, disqualification, or transfer upon surrender to the corporation of the certificate or certificates representing the shares. The court, in its discretion, may order that the judgment be paid in such installments as the court may determine. The court, if it so elects, may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have such power and authority as shall be specified in the order of their appointment or an amendment thereof.

(e) The judgment shall include an allowance for interest at such rate as the court may find to be fair and equitable in all of the circumstances, from the date of death, disqualification, or transfer.

(f) The costs and expenses of any such proceeding shall be determined by the court and shall be assessed against the corporation, but all or any part of the costs and expenses may be apportioned and assessed as the court may deem equitable against the disqualified person if the court finds that the action of the disqualified person in failing to accept the offer was arbitrary or vexatious or not in good faith. Such expenses shall include reasonable compensation for and reasonable expenses of the appraisers, but shall exclude the fees and expenses of counsel for and experts employed by any party; but if the fair value of the shares as determined materially exceeds the amount which the corporation offered to pay therefor, or if no offer was made, the court in its discretion may award to the disqualified person such sum as the court may determine to be reasonable compensation to any expert or experts employed by the disqualified person in the proceeding.

(g) If a purchase, redemption, or transfer of the shares of a deceased or disqualified shareholder or of a transferee who is a disqualified person is not completed within ten months after the death of the deceased shareholder or five months after the disqualification or transfer, as the case may be, the corporation shall cancel the shares on its books and the disqualified person shall have no further interest as a shareholder in the corporation other than the person's right to payment for the shares under this section.

(h) Shares acquired by a corporation pursuant to payment of the agreed value therefor or to payment of the judgment entered therefor, as provided in this section, may be held and disposed of by the corporation as in the case of other treasury shares.

(i) This section shall not require the purchase of shares of a disqualified person where the period of disqualification is for less than five months from the date of disqualification or transfer.

(j) Any provision regarding purchase, redemption, or transfer of shares of a professional corporation contained in the articles of incorporation, bylaws, or any private agreement shall be specifically enforceable in the courts of this State.

(k) Nothing contained herein shall prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to or on behalf of a former shareholder as otherwise permitted by law.

(l) Under this section, unless otherwise stated, references to a "disqualified person" shall also be construed to include deceased shareholders and personal representatives of deceased shareholders. [L 1985, c 259, pt of §1; am L 1987, c 135, §116; am L 2001, c 129, §53; am L 2002, c 130, §74]
Haw. Rev. Stat. § 428-402 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-402
Member's liability for contributions.
Status: in_force

(a) A member's obligation to contribute money, property, or other benefit to, or to perform services for, a limited liability company is not excused by the member's death, disability, or other inability to perform personally. If a member does not make the required contribution of property or services, the member or the member's executor, as the case may be, is obligated at the option of the company to contribute money equal to that portion of the value of the stated contribution which has not been made.

(b) A creditor of a limited liability company who extends credit or otherwise acts in reliance on an obligation described in subsection (a), and without notice of any compromise under section 428-404(c)(5), may enforce the original obligation. [L 1996, c 92, pt of §1; am L 2001, c 129, §93]
Haw. Rev. Stat. § 421-24 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-24
Application to existing association.
Status: in_force

Except where otherwise expressly stated herein, this chapter shall be applicable to any existing association formed under any law of the State providing for the incorporation of agricultural cooperative associations, for a purpose for which an association may be formed under this chapter.
Haw. Rev. Stat. § 414-288 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-288
Amendment pursuant to reorganization.
Status: in_force

(a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the articles of incorporation after amendment contain only provisions required or permitted by section 414-32.

(b) The individual or individuals designated by the court 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 approved by the court;

(3) The date of the court's order or decree approving the articles of amendment;

(4) The title of the reorganization proceeding in which the order or decree was entered; and

(5) A statement that the court had jurisdiction of the proceeding under federal statute.

(c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.

(d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 415A-8.5 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-8.5
Administrative order of abatement for infringement of corporate name.
Status: in_force

(a) Any professional corporation in good standing claiming that the name of any domestic corporation, partnership, limited partnership, limited liability partnership, or limited liability company existing under the laws of this State, or any foreign corporation, partnership, limited partnership, limited liability partnership, or limited liability company authorized to transact business in this State is substantially identical to, or confusingly similar with, its name may file a petition with the director for an administrative order of abatement to address the infringement of its name. The petition shall set forth the facts and authority that support the petitioner's claim that further use of the name should be abated. The petitioner, at the petitioner's expense, shall notify the registrant of the hearing and the registrant shall be given an opportunity to address the petition at a hearing. The notice shall be made and the hearing held in accordance with the contested case provisions of chapter 91.

(b) In addition to any other remedy or sanction allowed by law, the order of abatement may:

(1) Allow the entity to retain its registered name, but:

(A) Require the entity to register a new trade name with the director; and

(B) Require the entity to conduct business in this State under this new trade name; or

(2) (A) Require the entity to change its registered name;

(B) Require the entity to register the new name with the director; and

(C) Require the entity to conduct business in this State under its new name.

If an entity fails to comply with the order of abatement within sixty days, the director may involuntarily dissolve or terminate the entity, or cancel or revoke the entity's registration or certificate of authority, after the time to appeal has lapsed and no appeal has been timely filed. The director shall mail notice of the dissolution, termination, or cancellation to the entity at its last known mailing address. The entity shall wind up its affairs in accordance with chapter 414, 414D, 415A, 425, 425E, or 428, as applicable.

(c) Any person aggrieved by the director's order under this section may obtain judicial review in accordance with chapter 91 by filing a notice of appeal in circuit court within thirty days after the issuance of the director's order. The trial by the circuit court of any such proceeding shall be de novo. Review of any final judgment of the circuit court under this section shall be governed by chapter 602. [L 1999, c 250, §2; am L 2002, c 40, §45; am L 2003, c 210, §7]
Haw. Rev. Stat. § 414-314 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-314
Merger of subsidiary.
Status: in_force

(a) A parent corporation owning at least ninety per cent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary.

(b) The board of directors of the parent corporation shall adopt a plan of merger that sets forth:

(1) The names of the parent and subsidiary; and

(2) The manner and basis of converting the shares of the subsidiary into shares, obligations, or other securities of the parent or any other corporation or into cash or other property in whole or in part.

(c) The parent corporation shall mail a copy of the plan of merger to each shareholder of the subsidiary corporation who does not waive the mailing requirement in writing.

(d) Articles of merger shall be delivered to the department director for filing and shall set forth:

(1) The name and jurisdiction of incorporation of the subsidiary corporation, and the name and jurisdiction of incorporation of the corporation owning at least ninety per cent of its shares, which is hereinafter designated as the surviving corporation;

(2) A statement that the plan of merger has been approved by the board of directors of the surviving corporation;

(3) The number of outstanding shares of each class of the subsidiary corporation and the number of shares of each class owned by the surviving corporation;

(4) The date a copy of the plan of merger was mailed to shareholders of the subsidiary corporation entitled to receive the plan; and

(5) A statement that includes:

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

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

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

(e) The parent may not deliver articles of merger to the department director for filing until at least thirty days after the date it mailed a copy of the plan of merger to each shareholder of the subsidiary corporation who did not waive the mailing requirement.

(f) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation (except for amendments enumerated in section 414-282). [L 2000, c 244, pt of §1; am L 2002, c 130, §25; am L 2006, c 184, §4]
Haw. Rev. Stat. § 425-196 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-196
Administrative order of abatement for infringement of partnership name.
Status: in_force

(a) Any domestic partnership in good standing formed under this chapter or foreign partnership authorized to do business in this State under this chapter claiming that the name of another domestic corporation, partnership, limited partnership, limited liability partnership, or limited liability company existing under the laws of this State, or any foreign corporation, partnership, limited partnership, limited liability partnership, or limited liability company authorized to transact business in this State is substantially identical to, or confusingly similar with, its name may file a petition with the director for an administrative order of abatement to address the infringement of its name. The petition shall set forth the facts and authority that support the petitioner's claim that further use of the name should be abated. The petitioner, at the petitioner's expense, shall notify the registrant of the hearing and the registrant shall be given an opportunity to address the petition at a full hearing. The notice shall be made and the hearing held [in] accordance with the contested case provisions of chapter 91.

(b) In addition to any other remedy or sanction allowed by law, the order of abatement may:

(1) Allow the entity to retain its registered name, but:

(A) Require the entity to register a new trade name with the director; and

(B) Require the entity to conduct business in this State under this new trade name; or

(2) (A) Require the entity to change its registered name;

(B) Require the entity to register the new name with the director; and

(C) Require the entity to conduct business in this State under its new name.

If an entity fails to comply with the order of abatement within sixty days, the director may involuntarily dissolve or terminate the entity, or cancel or revoke the entity's registration or certificate of authority, after the time to appeal has lapsed and no appeal has been timely filed. The director shall mail notice of the dissolution, termination, or cancellation to the entity at its last known mailing address. The entity shall wind up its affairs in accordance with chapter 414, 414D, 415A, 425, 425E, or 428, as applicable.

(c) Any person aggrieved by the director's order under this section may obtain judicial review in accordance with chapter 91 by filing a notice of appeal in circuit court within thirty days after the issuance of the director's order. The trial by the circuit court of any such proceeding shall be de novo. Review of any final judgment of the circuit court under this section shall be governed by chapter 602. [L 1999, c 250, §4; am L 2002, c 40, §63; am L 2003, c 210, §8]
Haw. Rev. Stat. § 428-408 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-408
Member's right to information.
Status: in_force

(a) A limited liability company shall provide members and their agents and attorneys access to any of its records at reasonable locations specified in the operating agreement. The company shall provide former members and their agents and attorneys access for proper purposes to records pertaining to the period during which they were members. The right of access includes the opportunity to inspect and copy records during ordinary business hours. The company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished.

(b) A limited liability company shall furnish to a member, and to the legal representative of a deceased member or member under legal disability:

(1) Without demand, information concerning the company's business or affairs reasonably required for the proper exercise of the member's rights and performance of the member's duties under the operating agreement or this chapter; and

(2) On demand, other information concerning the company's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(c) A member has the right, upon a signed record given to the limited liability company, to obtain at the company's expense a copy of any operating agreement in record form. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 414D-54 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-54
Ultra vires.
Status: in_force

(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(b) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the attorney general, a director, or by a member or members in a derivative proceeding.

(c) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee, or other legal representative, or in the case of a public benefit corporation, by the attorney general. [L 2001, c 105, pt of §1; am L 2004, c 171, §5]
Haw. Rev. Stat. § 423-1 — HI Code / Division 2 / Title 23 / Chapter 423 / Section 423-1
Dental service corporation, formation.
Status: in_force

A nonprofit dental service corporation may be formed for the purposes of contracting with individuals and corporations, both public and private, for defraying or assuming the costs of services of dentists and dental surgeons, and the contracting on behalf of dentists and dental surgeons to furnish such services. The director of commerce and consumer affairs shall grant to applicants who file articles of incorporation in conformity with section 414D-32 a charter of incorporation for the establishment and conduct of a dental service corporation; provided that the corporation may not engage directly or indirectly in the performance of the corporate purposes or objects unless all of the following requirements are met:

(1) At least fifty licensed dentists and dental surgeons in this State have become members of the corporation;

(2) Membership in the corporation and an opportunity to render professional services upon a uniform basis are available to all licensed dentists and dental surgeons in this State;

(3) Voting by proxy and cumulative voting are prohibited; and

(4) A certificate of compliance with the requirements of paragraphs (1), (2), and (3) has been issued to the corporation by the board of dentistry.

Any charter granted or corporation created under authority of this section shall be subject to all general laws enacted in regard to nonprofit corporations. [L 1961, c 69, §2; am L 1963, c 114, §3; Supp, §176D-1; HRS §423-1; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1988, c 342, §2 and c 370, §8; am L 2002, c 40, §61; am L 2018, c 203, §4]
Haw. Rev. Stat. § 414-88 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-88
Restriction on transfer of shares and other securities.
Status: in_force

(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 414-87(b). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.

(c) A restriction on the transfer or registration of transfer of shares is authorized:

(1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders;

(2) To preserve exemptions under federal or state securities law; or

(3) For any other reasonable purpose.

(d) A restriction on the transfer or registration of transfer of shares may:

(1) Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;

(2) Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;

(3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or

(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

(e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 421C-27 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-27
Bonding.
Status: in_force

Any individual acting as manager of an association and handling funds or securities amounting to $5,000 or more, in any one year, shall be covered by an adequate bond as determined by the directors and at the expense of the association. The bylaws may also provide for the bonding of other employees or officers.
Haw. Rev. Stat. § 414-127 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-127
Record date.
Status: in_force

(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.

(b) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of shareholders.

(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

(d) If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 428-806 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-806
Distribution of assets in winding up the limited liability company's business.
Status: in_force

(a) In winding up a limited liability company's business, the assets of the company shall be used to discharge its obligations to creditors, including members who are creditors. Any surplus shall be used to pay in money the net amount distributable to members in accordance with their rights to distribution under subsection (b).

(b) Each member is entitled to a distribution upon the winding up of the limited liability company's business consisting of a return of all contributions which have not previously been returned and a distribution of any remainder in equal shares. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 425-203 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-203
Merger of general partnerships and limited liability partnerships.
Status: in_force

(a) Pursuant to a plan of merger, a domestic general partnership, foreign general partnership, domestic limited liability partnership, or foreign limited liability partnership may merge with one or more domestic professional corporations or with one or more general partnerships, limited liability partnerships, 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 general partnerships or limited liability partnerships, 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 such 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 partnership agreement of a general partnership or limited liability partnership; or

(2) Adopt a new partnership agreement, for a general partnership or limited liability partnership if it is the surviving entity in the merger.

Any amendment to a partnership agreement or adoption of a new partnership 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 general partnership's or limited liability partnership's partnership agreement or other agreement, or as otherwise permitted by law; provided that the partnership agreement of any constituent partnership or limited liability partnership to the merger (including a partnership or a limited liability partnership formed for the purpose of consummating a merger) shall be the partnership agreement of the surviving general partnership or limited liability partnership.

(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 domestic general partnership or limited liability partnership that is a party to the merger, unless otherwise provided by the partnership agreement, by the vote of all partners; and

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

(f) If a foreign general partnership or foreign limited liability partnership 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 general partnership or foreign limited liability partnership 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 partners of any partnership or limited liability partnership 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 partners of the constituent partnerships 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 partners of any constituent partnership 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 partnership; 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 2002, c 41, pt of §3]
Haw. Rev. Stat. § 421-21 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-21
Voluntary dissolution.
Status: in_force

Chapter 414, relating to the voluntary dissolution of profit corporations, and chapter 414D, relating to the voluntary dissolution of nonprofit corporations, shall apply, as the case may be, to associations formed under this chapter except that the dissolution shall be approved at a meeting duly called and held for the purpose by not less than two-thirds of the voting power voting thereon.
Haw. Rev. Stat. § 425E-1204 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1204
Application to existing relationships.
Status: in_force

(a) Before December 31, 2004, this chapter governs only:

(1) A limited partnership formed on or after July 1, 2004; and

(2) Except as otherwise provided in subsections (c) and (d), a limited partnership formed before July 1, 2004, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.

(b) Except as otherwise provided in subsection (c), on and after December 31, 2004, this chapter shall govern all limited partnerships.

(c) With respect to a limited partnership formed before July 1, 2004, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:

(1) Section 425E-104(c) shall not apply and the limited partnership has whatever duration it had under the law applicable immediately before July 1, 2004;

(2) Sections 425E-601 and 425E-602 shall not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before July 1, 2004;

(3) Section 425E-603(4) shall not apply;

(4) Section 425E-603(5) shall not apply and a court has the same power to expel a general partner as the court had immediately before July 1, 2004; and

(5) Section 425E-801(3) shall not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before July 1, 2004.

(d) With respect to a limited partnership that elects pursuant to subsection (a)(2) to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership's general partners to third parties apply:

(1) Before December 31, 2004, to:

(A) A third party that had not done business with the limited partnership in the year before the election took effect; and

(B) A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and

(2) On and after December 31, 2004, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under paragraph (1)(B). [L 2003, c 210, pt of §1; am L 2006, c 184, §31]
Haw. Rev. Stat. § 414-84 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-84
Share dividends.
Status: in_force

(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.

(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:

(1) The articles of incorporation so authorize;

(2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or

(3) There are no outstanding shares of the class or series to be issued.

(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 421I-7 — HI Code / Division 2 / Title 23 / Chapter 421I / Section 421I-7
Shareholder list.
Status: in_force

The resident manager or managing agent or board of directors shall keep an accurate and current list of shareholders of the corporation and their current addresses, including the names and addresses of the vendees under an agreement of sale, if any. The list shall be maintained at a place designated by the board of directors and a copy shall be available, at cost, to any shareholder who furnishes to the resident manager, managing agent, or board of directors an affidavit stating that the list shall be used solely by the shareholder personally and solely for the purpose of soliciting votes or proxies or providing information to other shareholders with respect to corporation matters, and shall not be furnished to anyone for use for any other purpose.
Haw. Rev. Stat. § 414-438 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-438
Change of registered agent of foreign corporation.
Status: in_force

(a) A foreign corporation authorized to transact business in this State may change its registered agent by complying with the requirements of section 425R-7.

(b) If a registered agent changes its name, its address, or its type or jurisdiction of organization, the agent shall comply with the requirements of section 425R-8 or 425R-9, whichever is applicable. [L 2000, c 244, pt of §1; am L 2002, c 130, §31; am L 2009, c 55, §14]
Haw. Rev. Stat. § 425E-807 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-807
Other claims against dissolved limited partnership.
Status: in_force

(a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.

(b) The notice shall:

(1) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's principal office is located or, if it has none in this State, in the city and county of Honolulu;

(2) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;

(3) State that a claim against the limited partnership shall be barred unless an action to enforce the claim is commenced within five years after publication of the notice; and

(4) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership shall also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on section 425E-404.

(c) If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants shall be barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five years after the publication date of the notice:

(1) A claimant that did not receive notice in a record under section 425E-806;

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

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

(d) A claim not barred under this section may be enforced:

(1) Against the dissolved limited partnership, to the extent of its undistributed assets;

(2) If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims under this paragraph shall not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or

(3) Against any person liable on the claim under section 425E-404. [L 2003, c 210, pt of §1; am L 2009, c 55, §48]
Haw. Rev. Stat. § 421H-1 — HI Code / Division 2 / Title 23 / Chapter 421H / Section 421H-1
Definitions.
Status: in_force

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

"Corporate equity" means the excess of the current fair market value of the corporation's assets, including its real property, over the sum of the current transfer values of all shares or membership interests, reduced by the principal balance of outstanding encumbrances upon the corporate real property as a whole.

"Limited-equity housing cooperative" means a stock cooperative corporation which is organized as a nonprofit corporation under chapter 414D for the purpose of holding title to, either in fee simple or for a term of years, improved real property, if all or substantially all of the shareholders of such corporation receive a right of exclusive occupancy in a portion of the real property, title to which is held by the corporation, which right of occupancy is transferable only concurrently with the transfer of the share or shares of stock in the corporation held by the person having such right of occupancy; provided the corporation also:

(1) Is organized so that the consideration paid for an individual membership share by the first occupant following construction or acquisition by the corporation, including the principal amount of obligation incurred to finance the membership share, does not exceed seven per cent of the respective dwelling unit's development cost, acquisition cost, or of the fair market value appraisal by the permanent lender, whichever is greater; and

(2) Holds title to real property as the beneficiary of a trust providing for distribution for public or charitable purposes upon termination of the trust; or

(3) Holds title to real property subject to conditions which will result in reversion to a public or charitable entity for affordable housing upon dissolution of the corporation; or

(4) Holds a leasehold interest conditioned on the corporation's continued qualification under this chapter and providing for reversion to a public entity or charitable corporation for affordable housing. [L 1987, c 105, pt of §1; am L 1988, c 141, §47 and c 370, §5; am L 2002, c 40, §59]
Haw. Rev. Stat. § 414D-277 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-277
Registered agent of foreign corporation.
Status: in_force

Each foreign corporation authorized to transact business in this State shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be:

(1) An individual who resides in this State;

(2) A domestic entity authorized to transact business in this State; or

(3) A foreign entity authorized to transact business in this State. [L 2001, c 105, pt of §1; am L 2002, c 130, §64; am L 2003, c 124, §37; am L 2009, c 55, §24]
Haw. Rev. Stat. § 425E-605 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-605
Effect of dissociation as a general partner.
Status: in_force

(a) Upon a person's dissociation as a general partner:

(1) The person's right to participate as a general partner in the management and conduct of the partnership's activities terminates;

(2) The person's duty of loyalty as a general partner under section 425E-408(b)(3) terminates;

(3) The person's duty of loyalty as a general partner under section 425E-408(b)(1) and (2) and duty of care under section 425E-408(c) continue only with regard to matters arising and events occurring before the person's dissociation as a general partner;

(4) The person may sign and deliver to the director for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated; and

(5) Subject to section 425E-704 and article 11, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned by the person as a mere transferee.

(b) A person's dissociation as a general partner shall not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 414D-2 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-2
Reservation of power to amend or repeal.
Status: in_force

The Hawaii legislature has power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal.
Haw. Rev. Stat. § 414D-148 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-148
Committees of the board.
Status: in_force

(a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors, who serve at the pleasure of the board.

(b) The creation of a committee and appointment of members to it must be approved by the greater of:

(1) A majority of all the directors in office when the action is taken; or

(2) The number of directors required by the articles or bylaws to take action under section 414D-147.

(c) Sections 414D-143 to 414D-147, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, shall apply to committees of the board and their members as well.

(d) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under section 414D-131.

(e) A committee of the board may not, however:

(1) Authorize distributions;

(2) Approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;

(3) Elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or

(4) Adopt, amend, or repeal the articles or bylaws.

(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 414D-149. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 425E-1203 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1203
Relation to Electronic Signatures in Global and National Commerce Act.
Status: in_force

This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, Title 15 United States Code section 7001 et seq.; provided that this chapter does not modify, limit, or supersede section 101(c) of that Act or authorize electronic delivery of any of the notices described in section 103(b) of that Act.
Haw. Rev. Stat. § 421H-4 — HI Code / Division 2 / Title 23 / Chapter 421H / Section 421H-4
Use of corporate equity.
Status: in_force

(a) The corporate equity shall not be used for distribution to members, but only for the following purposes, and only to the extent authorized by the board, subject to the provisions and limitations of the charter of incorporation and bylaws:

(1) For the benefit of the corporation or the improvement of the real property, including its use as collateral for loans.

(2) For expansion of the corporate equity by acquisition of additional interest in real property for purposes consistent with its charter.

(3) For public benefit or charitable purposes.

(b) Upon sale of the property, dissolution of the corporation, or occurrence of a condition requiring termination of the trust or reversion of title to the real property, the corporate equity shall be required by the charter, bylaws, or trust or title conditions to be paid out, or title to the property transferred, subject to outstanding encumbrances and liens, and the transfer value of membership shares, for use for public or charitable purposes.

(c) The membership shares and cooperative fees are interests in real property for purposes of:

(1) Cooperative housing corporations under section 216 of the federal Internal Revenue Code of 1954, as amended; and

(2) Exemption from state general excise tax under section 237-24(16). [L 1987, c 105, pt of §1; am L 1989, c 14, §16; am L 1993, c 350, §16]
Haw. Rev. Stat. § 425E-1106 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1106
Merger.
Status: in_force

(a) Pursuant to a plan of merger, a domestic or foreign limited partnership or limited liability limited partnership may merge with one or more domestic professional corporations or with one or more limited partnerships, limited liability limited partnerships, 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 partnerships, limited liability limited partnerships, 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 partnership agreement of the limited or limited liability limited partnership; or

(2) Adopt a new partnership agreement, for a limited or limited liability limited partnership if it is the surviving entity in the merger.

Any amendment to a partnership agreement or adoption of a new partnership 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 partnership or limited liability limited partnership's partnership agreement or other agreement, or as otherwise permitted by law; provided that the partnership agreement of any constituent limited partnership or constituent limited liability limited partnership to the merger (including a limited partnership or limited liability limited partnership formed for the purpose of consummating a merger) shall be the partnership agreement of the surviving limited or limited liability limited partnership.

(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 domestic limited or limited liability limited partnership that is a party to the merger, unless otherwise provided by the partnership agreement, by the vote of all general partners and by the limited partners; provided that if there is more than one class of limited partners, then by each class of limited partners, in either case, by limited partners who own more than fifty per cent of the then current percentage owned by all of the limited partners or by the limited partners in each class as appropriate; and

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

(f) If a foreign limited or limited liability limited partnership 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 or limited liability limited partnership is not already authorized to transact business in this 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 partners of any limited or limited liability limited partnership 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 partners of the constituent partnerships 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 partners of any constituent partnership 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 partnership; 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. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 414-440 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-440
Service on foreign corporation.
Status: in_force

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

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

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

(1) The date the foreign corporation receives the mail;

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

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

(d) Nothing contained herein shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a foreign corporation in any other manner permitted by law. [L 2000, c 244, pt of §1; am L 2003, c 124, §14]
Haw. Rev. Stat. § 425-1.5 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-1.5
Filing in office of the director; effective time and date.
Status: in_force

(a) A certified and executed partnership registration statement, any other statement or certification, or any judicial decree of dissolution or cancellation, a registration statement for a foreign general partnership, or any other statement or certification relating thereto, shall be delivered to the director for filing. Unless the director finds that any statement or certificate does not conform to law, upon receipt of all filing fees required by law, the director shall:

(1) Stamp the word "Filed" and the date of delivery thereof; and

(2) File the document in the director's office.

(b) Upon the filing of a partnership dissolution statement or judicial decree of dissolution in the office of the director, the domestic general partnership shall be dissolved as set forth therein, and upon the effective date of a certificate of withdrawal or a judicial decree thereof, the foreign general partnership shall be withdrawn.

(c) Articles of conversion and articles of merger may specify a delayed effective time and date, and if 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 the document is filed. [L 1995, c 198, pt of §1; am L 2003, c 124, §48]
Haw. Rev. Stat. § 425-116 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-116
Partnership liable for partner's actionable conduct.
Status: in_force

(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.

(b) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 425-6 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-6
Partnership name.
Status: reserved

(a) No statement or certificate of any partnership shall be recorded by the director unless the name is not the same as, or substantially identical to the name of any domestic corporation, partnership, limited partnership, limited liability company, or limited liability partnership existing or registered under the laws of this State, or any foreign corporation, partnership, limited partnership, limited liability company, or limited liability partnership authorized to transact business in this State, or any trade name, trademark, or service mark registered in this State, or a name the exclusive right to which is, at the time, reserved in this State, except that this provision shall not apply if the partnership files with the director any one of the following:

(1) The written consent from the entity or holder of a reserved or registered name to use and register the same or substantially identical name, and one or more words are added by the partnership to make the name distinguishable from the name on record; or

(2) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the partnership to the use of the name in this State.

(b) The acceptance of a statement or certificate of a partnership for registration by the director shall not abrogate or limit any common law or other right of any person to any corporation, partnership, limited partnership, limited liability company, or limited liability partnership name, trade name, trademark, or service mark.

(c) The director may make, amend, and repeal such rules as may be necessary to carry out the purposes of this section. [L 1969, c 247, pt of §1; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1984, c 118, §3; am L 1996, c 92, §13; am L 1999, c 249, §23; am L 2000, c 219, §52; am L 2001, c 129, §69; am L 2012, c 58, §13]
Haw. Rev. Stat. § 425E-603 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-603
Dissociation as a general partner.
Status: in_force

A person shall be dissociated from a limited partnership as a general partner upon the occurrence of any of the following events:

(1) The limited partnership's having notice of the person's express will to withdraw as a general partner or on a later date specified by the person;

(2) An event agreed to in the partnership agreement as causing the person's dissociation as a general partner;

(3) The person's expulsion as a general partner pursuant to the partnership agreement;

(4) The person's expulsion as a general partner by the unanimous consent of the other partners if:

(A) It is unlawful to carry on the limited partnership's activities with the person as a general partner;

(B) There has been a transfer of all or substantially all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, which has not been foreclosed;

(C) The person is a corporation and, within ninety days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to transact business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to transact business; or

(D) The person is a limited liability company or partnership that has been dissolved and whose business is being wound up;

(5) On application by the limited partnership, the person's expulsion as a general partner by judicial determination because:

(A) The person engaged in wrongful conduct that adversely and materially affected the limited partnership activities;

(B) The person wilfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under section 425E-408; or

(C) The person engaged in conduct relating to the limited partnership's activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner;

(6) The person's:

(A) Becoming a debtor in bankruptcy;

(B) Execution of an assignment for the benefit of creditors;

(C) Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property; or

(D) Failure, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the general partner or of all or substantially all of the person's property obtained without the person's consent or acquiescence, or failing within ninety days after the expiration of a stay to have the appointment vacated;

(7) In the case of a person who is an individual:

(A) The person's death;

(B) The appointment of a guardian or general conservator for the person; or

(C) A judicial determination that the person has otherwise become incapable of performing the person's duties as a general partner under the partnership agreement;

(8) In the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;

(9) In the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;

(10) Termination of a general partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; or

(11) The limited partnership's participation in a conversion or merger under article 11, if the limited partnership:

(A) Is not the converted or surviving entity; or

(B) Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 425-1.6 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-1.6
Filing requirements; filing duty of the director.
Status: in_force

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

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

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

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

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

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

(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. [L 1995, c 198, pt of §1]
Haw. Rev. Stat. § 421C-18 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-18
Removal of officers.
Status: in_force

Section 421-16, relating to the removal of an officer of an agricultural association, shall apply to associations formed under this chapter.
Haw. Rev. Stat. § 415A-23 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-23
REPEALED.
Status: in_force

L 1987, c 135, §127.
Haw. Rev. Stat. § 421C-37 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-37
Existing cooperatives.
Status: in_force

Any domestic corporation or group operating on a cooperative basis as defined in section 421C-1 may elect by a vote of two-thirds of the members present and voting to secure the benefits of and be bound by this chapter, and shall thereupon file such papers or amend such of its articles and bylaws as are not in conformity with these provisions. A certified copy of any amended articles shall be filed with the director of commerce and consumer affairs and a fee of $25 shall be paid.
Haw. Rev. Stat. § 425-168 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-168
Fee for recording.
Status: in_force

(a) The director shall collect the following fees for the following limited liability partnership documents:

(1) Annual report, $25;

(2) Statement of qualification, $50;

(3) Statement of foreign qualification, $100;

(4) Statement of correction, amendment, restatement, or amendment and restatement, $25;

(5) Certificate of good standing, $5;

(6) Articles of conversion or merger, $100;

(7) For any other certificate, statement, or document, $25;

(8) Certification of domestic or foreign partnership, $10; and

(9) For filings relating to registered agents, the fees established by section 425R-2.

(b) The following special handling fees shall be assessed by the director for expeditious handling and review of the following documents:

(1) Statement of qualification, $25;

(2) Statement of correction, amendment, restatement, or amendment and restatement, $25;

(3) Annual report, $25;

(4) Certification of domestic or foreign limited liability partnership, $10;

(5) Certificate of good standing for domestic or foreign limited liability partnership, $10;

(6) Articles of conversion or merger for domestic or foreign limited liability partnership, $75;

(7) Statement of foreign qualification, $25;

(8) Statement of correction, amendment, restatement, or amendment and restatement of foreign limited liability partnership, $25;

(9) Annual report, $25; and

(10) For any other certificate or document authorized by this subpart, $25.

(c) The director shall charge and collect:

(1) For furnishing a certified copy of any document, instrument, or paper relating to a limited liability partnership, $10 for the certificate and affixing the seal thereto; and

(2) At the time of any service of process on the director as agent for service of process of a limited liability partnership, $10, which amount may be recovered as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action.

(d) All fees collected under this section shall be managed in accordance with section 26-9(l). [L 2000, c 218, pt of §1; am L 2001, c 129, §74; am L 2002, c 130, §94; am L 2004, c 116, §7 and c 117, §4; am L 2009, c 55, §39]
Haw. Rev. Stat. § 421J-13 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-13
Mediation of disputes.
Status: in_force

(a) At the request of any party, any dispute concerning or involving one or more members and an association, its board of directors, managing agent, manager, or one or more other members relating to the interpretation, application, or enforcement of this chapter or the association documents, shall first be submitted to mediation.

(b) Nothing in subsection (a) shall be interpreted to mandate the mediation of any dispute involving:

(1) Actions seeking equitable relief involving threatened property damage or the health or safety of association members or any other person;

(2) Actions to collect assessments;

(3) Personal injury claims; or

(4) Actions against an association, a board of directors, or one or more directors, officers, agents, employees, or other persons for amounts in excess of $2,500 if insurance coverage under a policy of insurance procured by the association or its board of directors would be unavailable for defense or judgment because mediation was pursued.

(c) If any mediation under this section is not completed within two months from commencement, no further mediation shall be required unless agreed to by the association and the member. [L 1997, c 132, pt of §1]
Haw. Rev. Stat. § 414D-252 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-252
Grounds for judicial dissolution.
Status: in_force

(a) The court may dissolve a corporation in a proceeding by the attorney general if it is established that:

(1) The corporation obtained its articles of incorporation through fraud;

(2) The corporation has continued to exceed or abuse the authority conferred upon it by law;

(3) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or

(4) The corporation is a public benefit corporation and is no longer able to carry out its activities.

(b) In a proceeding by fifty members or members holding five per cent of the voting power, whichever is less, or by a director or any person specified in the articles, the court may dissolve a corporation if it is established that:

(1) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;

(2) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;

(3) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; or

(4) The corporate assets are being misapplied or wasted.

(c) The court may dissolve a corporation in a proceeding by a creditor if it is established that:

(1) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or

(2) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.

(d) The court may dissolve a corporation in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.

(e) Prior to dissolving a corporation, the court shall consider whether there are reasonable alternatives to dissolution, whether dissolution is in the public interest, provided the corporation serves a public purpose, and whether dissolution is the best way of protecting the interests of members. [L 2001, c 105, pt of §1; am L 2004, c 171, §11]
Haw. Rev. Stat. § 415A-11 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-11
Responsibility for professional services.
Status: in_force

(a) Every individual who renders professional services as an employee of a professional corporation shall be liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent as if the individual rendered the services as a sole practitioner. An employee of a professional corporation shall not be liable for the conduct of other employees unless the employee is at fault in appointing, supervising, or cooperating with the other employees.

(b) Every corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation shall be liable to the same extent as its employees.

(c) Except as otherwise provided by statute, if any corporation is liable under subsection (b), every shareholder of that corporation shall be liable to the same extent as though the shareholder were a partner in a partnership and the services giving rise to liability had been rendered on behalf of the partnership, unless the corporation has provided security for professional responsibility as provided in this subsection and the liability is satisfied to the extent contemplated by the insurance or bond which effectuates the security.

A professional corporation may provide security for professional responsibility by procuring insurance or a surety bond issued by an insurance company, or coverage under chapter 435E, or any combination thereof, as the corporation may elect. The minimum amount of security and requirements as to the form and coverage provided by the insurance policy or surety bond may be established for each profession by the licensing authority for the profession, and the minimum amount may be set to vary with the number of shareholders, the type of practice, or other variables deemed appropriate by the licensing authority. [L 1985, c 259, pt of §1; am L 1987, c 135, §117; am L 1988, c 122, §1]
Haw. Rev. Stat. § 415A-31 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-31
Effect of invalidity of part of this chapter.
Status: in_force

If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of this chapter, such judgment or decree shall not affect, impair, invalidate, or nullify the remainder of this chapter, but the effect thereof shall be confined to the clause, sentence, paragraph, section, or part of this chapter so adjudged to be invalid or unconstitutional.
Haw. Rev. Stat. § 425E-606 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-606
Power to bind, and liability to, limited partnership before dissolution of partnership of a person dissociated as general partner.
Status: in_force

(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under article 11, or merged out of existence under article 11, the limited partnership shall be bound by an act of the person only if:

(1) The act would have bound the limited partnership under section 425E-402 before the dissociation; and

(2) At the time the other party enters into the transaction:

(A) Less than two years has passed since the dissociation; and

(B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound shall be liable:

(1) To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and

(2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 425-160 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-160
Status as qualified foreign limited liability partnership; cancellation.
Status: in_force

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

(b) Status as a qualified foreign limited liability partnership shall continue, regardless of changes in the partnership, until canceled pursuant to section 425-14 or revoked pursuant to section 425-164. Cancellation of a statement of foreign qualification is effective when it is filed.

(c) The status of a partnership as a foreign limited liability partnership and the liability of its partners shall not be affected by errors in or amendments made to the information required to be contained in the statement of foreign qualification under section 425-158. [L 2000, c 218, pt of §1]
Haw. Rev. Stat. § 421C-13 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-13
Meetings, etc.
Status: in_force

The articles or bylaws may provide for the holding of meetings by units or portions of the total membership and may provide for a method of transmitting the votes cast to the central meeting, or for a method of representation of members by the election of delegates to attend the central meeting, or for a combination of these methods. If delegates are provided for, all references in this chapter to votes cast by members shall apply to votes cast by delegates. Directors may be apportioned among the units or portions of the total membership and may be elected by the units or portions of the total membership to which they are apportioned.
Haw. Rev. Stat. § 414D-152 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-152
Liability for unlawful distributions.
Status: in_force

(a) Unless a director complies with the applicable standards of conduct described in section 414D-149, a director who votes for or assents to a distribution made in violation of this chapter shall be personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.

(b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution from:

(1) Every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in section 414D-149; and

(2) Each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 415A-4 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-4
Prohibited activities.
Status: in_force

A professional corporation shall not engage in any profession or business other than the profession or professions and businesses permitted by its articles of incorporation, except that a professional corporation may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment.
Haw. Rev. Stat. § 414D-153 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-153
Required officers.
Status: in_force

(a) A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.

(b) The bylaws or the board shall delegate responsibility to one of the officers to prepare minutes of the directors' and members' meetings and to authenticate records of the corporation.

(c) The same individual may simultaneously hold more than one office in a corporation.

(d) Officers of the corporation shall be elected or appointed at such time and in such manner and for such terms as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed for a term not to exceed one year by the board of directors. [L 2001, c 105, pt of §1; am L 2002, c 130, §53]