Haw. Rev. Stat. § 425E-704 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-704
Power of estate of deceased partner.
Status: in_force

If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in section 425E-702 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under section 425E-304.
Haw. Rev. Stat. § 417E-2 — HI Code / Division 2 / Title 23 / Chapter 417E / Section 417E-2
Registration of take-over offers.
Status: in_force

(a) It is unlawful for any person to make a take-over offer or to acquire any equity securities pursuant to the offer, unless the offer is effective under this chapter. A take-over offer is effective when the offeror files with the commissioner a registration statement containing the information prescribed in subsection (f). The offeror shall deliver a copy of the registration statement by certified mail to the target company at its principal office and publicly disclose the material terms of the proposed offer, not later than the date of filing of the registration statement. Public disclosure shall require, at a minimum, that a copy of the registration statement be supplied to all broker-dealers maintaining an office in this State currently quoting the security.

(b) The registration shall be filed on forms prescribed by the commissioner, and shall be accompanied by a consent by the offeror to service of process and the filing fee specified in section 417E-7, and shall contain the following information:

(1) All of the information specified in subsection (f);

(2) Two copies of all solicitation materials intended to be used in the take-over offer in the form proposed to be published or sent or delivered to offerees;

(3) If the offeror is other than a natural person, information concerning its organization and operations, including the year, form and jurisdiction of its organization, a description of each class of equity security and long-term debt, a description of the business conducted by the offeror and its subsidiaries and any material changes therein during the past three years, a description of the location and character of the principal properties of the offeror and its subsidiaries, a description of any material pending legal or administrative proceedings in which the offeror or any of its subsidiaries is a party, the names of all directors and executive officers of the offeror and their material business activities and affiliations during the past three years, and financial statements of the offeror in such form and for such period of time as the commissioner may prescribe by rule;

(4) If the offeror is a natural person, information concerning the offeror's identity and background, including business activities and affiliations during the past three years, and a description of any material pending legal or administrative proceedings in which the offeror is a party.

(c) Registration is not deemed approval by the commissioner and any representation to the contrary is unlawful.

(d) Within three calendar days of the date of filing of the registration statement, the commissioner may by order summarily suspend the effectiveness of the take-over offer if the commissioner determines that the registration statement does not contain all of the information specified in subsection (f) or that the take-over offer materials provided to offerees do not provide full disclosure to offerees of all material information concerning the take-over offer. The suspension shall remain in effect only until the determination following a hearing held pursuant to subsection (e).

(e) A hearing shall be scheduled by the commissioner with respect to each suspension under this section and shall be held within ten calendar days of the date of the suspension. Chapter 91 does not apply to the hearing. The commissioner's finding shall be made within three calendar days after such hearing has been completed but not more than sixteen calendar days after the date of the suspension. The commissioner may prescribe different time limits than those specified in this subsection by rule or order. If, based upon the hearing, the commissioner finds that the take-over offer fails to provide for full and fair disclosure to offerees of all material information concerning the offer, or that the take-over offer is in material violation of any provision of this chapter, the commissioner shall permanently suspend the effectiveness of the take-over offer, subject to the right of the offeror to correct disclosure and other deficiencies identified by the commissioner and to reinstitute the take-over offer by filing a new or amended registration statement.

(f) The form required to be filed by this section shall contain the following information:

(1) The identity and background of all persons on whose behalf the acquisition of any equity security of the issuer has been or is to be affected;

(2) The source and amount of funds or other consideration used or to be used in acquiring any equity security, including, if applicable, a statement describing any securities which are being offered in exchange for the equity securities of the issuer, and if any part of the acquisition price is or will be represented by borrowed funds or other consideration, a description of the material terms of any financing arrangements and the names of the parties from whom the funds were borrowed;

(3) If the purpose of the acquisition is to gain control of the target company, a statement of any plans or proposals which the person, upon gaining control, has to liquidate the issuer, sell its assets, effect its merger or consolidation, change the location of its principal executive office or of a material portion of its business activities, change its management or policies of employment, materially alter its relationship with suppliers or customers or the communities in which it operates, or make any other major change in its business, corporate structure, management or personnel, and other information which would affect the shareholders' evaluation of the acquisition;

(4) The number of shares or units of any equity security of the issuer owned beneficially by the person and any affiliate or associate of the person, together with the name and address of each affiliate or associate;

(5) The material terms of any contract, arrangement, or understanding with any other person with respect to the equity securities of the issuer whereby the person filing the statement has or will acquire any interest in additional equity securities of the issuer, or is or will be obligated to transfer any interest in the equity securities to another. [L 1985, c 32, pt of §2]
Haw. Rev. Stat. § 415A-13 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-13
Voting of shares.
Status: in_force

No proxy for shares of a professional corporation shall be valid unless it shall be given to a qualified person. A voting trust with respect to shares of a professional corporation shall not be valid.
Haw. Rev. Stat. § 425-135 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-135
Dissociated partner's liability to other persons.
Status: in_force

(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b).

(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership within two years after the partner's dissociation, only if the partner is liable for the obligation under section 425-117 and at the time of entering into the transaction the other party:

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

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

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

(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 428-103 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-103
Effect of operating agreement; nonwaivable provisions.
Status: in_force

(a) Except as provided in subsection (b), all the members of a limited liability company may enter into an operating agreement to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.

(b) The operating agreement may not:

(1) Unreasonably restrict a right to information or access to records under section 428-408;

(2) Eliminate the duty of loyalty under section 428-409(b) or 428-603(b)(3), but the agreement may:

(A) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and

(B) Specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(3) Unreasonably reduce the duty of care under section 428-409(c) or 428-603(b)(3);

(4) Eliminate the obligation of good faith and fair dealing under section 428-409(d), but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(5) Vary the right to expel a member in an event specified in section 428-601(5);

(6) Vary the requirement to wind up the limited liability company's business in a case specified in section 428-801(3) or 428-801(4); or

(7) Restrict rights of third parties under this chapter, other than managers, members, or their transferees. [L 1996, c 92, pt of §1; am L 1999, c 164, §2; am L 2004, c 121, §44]
Haw. Rev. Stat. § 414-245 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-245
Court-ordered indemnification and advance for expenses.
Status: in_force

(a) A director who is a party to a proceeding because the director is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:

(1) Order indemnification if the court determines that the director is entitled to mandatory indemnification under section 414-243;

(2) Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by section 414-249(a); or

(3) Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable:

(A) To indemnify the director; or

(B) To advance expenses to the director, even if the director has not met the relevant standard of conduct set forth in section 414-242(a), failed to comply with section 414-244 or was adjudged liable in a proceeding referred to in section 414-242(d)(1) or (2), but if the director was adjudged so liable the director's indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.

(b) If the court determines that the director is entitled to indemnification under subsection (a)(1) or to indemnification or advance for expenses under subsection (a)(2), it shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (a)(3), it may also order the corporation to pay the director's reasonable expenses to obtain court-ordered indemnification or advance for expenses. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-308 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-308
Annual report.
Status: in_force

(a) Each domestic corporation, and each foreign corporation authorized to transact business in the State, shall deliver to the department director an annual report on a form prescribed and furnished by the department director that sets forth:

(1) The name of the corporation and the jurisdiction under whose law it is incorporated;

(2) The mailing address of its principal office and the information required by section 425R-4(a);

(3) The names and addresses of its directors and officers; and

(4) A brief description of the nature of its activities.

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

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

(d) Effective January 1, 2003, for a domestic or foreign corporation whose date of incorporation or 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 corporation's affairs as of January 1 of the year when filed;

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

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

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

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

(e) If an annual report does not contain the information required by this section, the department director shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the department director within thirty days after the effective date of notice, it shall be deemed to have been timely filed. [L 2001, c 105, pt of §1; am L 2002, c 130, §70; am L 2003, c 124, §41; am L 2004, c 121, §20; am L 2009, c 55, §29]
Haw. Rev. Stat. § 414-233 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-233
Standards of conduct for officers.
Status: in_force

(a) An officer with discretionary authority shall discharge the officer's duties under that authority:

(1) In good faith;

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

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

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

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

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

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

(d) An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of the officer's office in compliance with this section. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 425-153 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-153
Statement of qualification.
Status: in_force

A statement of qualification shall contain:

(1) The name of the partnership;

(2) A statement that the partnership elects to be a limited liability partnership; and

(3) The mailing address of the partnership's initial principal office and the information required by section 425R-4(a). [L 2000, c 218, pt of §1; am L 2001, c 129, §73; am L 2002, c 130, §86; am L 2004, c 121, §30; am L 2009, c 55, §35]
Haw. Rev. Stat. § 414D-275 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-275
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 the State to revoke the certificate as provided in this chapter.

(b) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same 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 2001, c 105, pt of §1]
Haw. Rev. Stat. § 425E-209 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-209
Certificates and certified copies to be received in evidence.
Status: in_force

All certificates issued by the director pursuant to this chapter, and all copies of documents filed in the director's office pursuant to this chapter when certified by the 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 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. § 414-412 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-412
Procedure for judicial dissolution.
Status: in_force

(a) Venue for a proceeding by the attorney general to dissolve a corporation lies in circuit court. Venue for a proceeding brought by any other party named in section 414-411 lies in the county where a corporation's principal office is or was located (or, if none in this State, in the city and county of Honolulu).

(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.

(d) Within ten days after the commencement of a proceeding under section 414-411(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under section 414-415 and accompanied by a copy of section 414-415. [L 2000, c 244, pt of §1; am L 2009, c 55, §11]
Haw. Rev. Stat. § 428-807 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-807
Known claims against dissolved limited liability company.
Status: in_force

(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.

(b) A dissolved limited liability company shall notify its known claimants in writing of the intent to terminate. The notice shall:

(1) Specify the information required to be included in a claim;

(2) Provide a mailing address where the claim is to be sent;

(3) State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the written notice is received by the claimant; and

(4) State that the claim will be barred if not received by the deadline.

(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met, and:

(1) The claim is not received by the specified deadline; or

(2) In the case of a claim that is timely received but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within ninety days after the receipt of the notice of the rejection.

(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. [L 1996, c 92, pt of §1; am L 2000, c 219, §75]
Haw. Rev. Stat. § 414-285 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-285
Amendment before issuance of shares.
Status: in_force

If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation's articles of incorporation.
Haw. Rev. Stat. § 417E-7 — HI Code / Division 2 / Title 23 / Chapter 417E / Section 417E-7
Fees and expenses.
Status: in_force

The commissioner shall impose a filing fee of $250 for a registration statement filed by an offeror.
Haw. Rev. Stat. § 425-193 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-193
Articles of conversion.
Status: in_force

(a) If a plan of conversion has been approved in accordance with section 425-192 and has not been abandoned, articles of conversion shall be executed by a partner, officer, or other duly authorized representative of the converting entity and shall set forth:

(1) A statement certifying the following:

(A) The name, 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 425-192;

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

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

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

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

(c) 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. [L 1999, c 280, pt of §4; am L 2001, c 129, §76; am L 2009, c 23, §11]
Haw. Rev. Stat. § 425E-403 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-403
Limited partnership liable for general partner's actionable conduct.
Status: in_force

(a) A limited partnership shall be 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 general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership.

(b) If, in the course of the limited partnership's activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property from a person not a partner, and the money or property is misapplied by a general partner, the limited partnership shall be liable for the loss. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 421-2 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-2
Purposes.
Status: in_force

An association may be organized for the purpose of engaging in any cooperative activity for producers of agricultural products in connection with:

(1) Producing, assembling, marketing, buying or selling agricultural products or harvesting, preserving, drying, processing, manufacturing, blending, canning, packing, ginning, grading, storing, warehousing, handling, shipping, or utilizing the products, or manufacturing or marketing the byproducts, thereof; provided seventy-five per cent of such agricultural products shall be of Hawaiian origin;

(2) Manufacturing, buying for or supplying to its members machinery, equipment, feed, fertilizer, fuel, seeds, and other agricultural supplies;

(3) Performing or furnishing business or educational services, on a cooperative basis, or to its members;

(4) Financing any of the above enumerated activities for its members. [L 1949, c 234, pt of §1; am L 1953, c 137, §1(a); RL 1955, §176-4; HRS §421-2; am L 1972, c 103, §1]
Haw. Rev. Stat. § 415A-5 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-5
General powers.
Status: in_force

A professional corporation shall have the powers enumerated in chapter 414, except that a professional corporation may be a promoter, general partner, member, associate, or manager only of a partnership, joint venture, trust, or other enterprise engaged only in rendering professional services or carrying on business permitted by the corporation's articles of incorporation.
Haw. Rev. Stat. § 425E-1002 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1002
Derivative action.
Status: in_force

A partner may maintain a derivative action to enforce a right of a limited partnership if:

(1) The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or

(2) A demand would be futile. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 414D-85 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-85
Member's liability to third parties.
Status: in_force

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.
Haw. Rev. Stat. § 421J-1 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-1
Scope.
Status: in_force

This chapter shall apply to all planned community associations existing as of June 16, 1997 and all planned community associations created thereafter.

Revision Note

"June 16, 1997" substituted for "the effective date of this chapter".
Haw. Rev. Stat. § 425E-1111 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1111
Liability of general partners after conversion or merger.
Status: in_force

(a) A conversion or merger under this article does not discharge any liability under sections 425E-404 and 425E-607 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership; provided that:

(1) The provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability;

(2) For the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership; and

(3) If a person is required to pay any amount under this subsection:

(A) The person shall have a right of contribution from each other person that was liable as a general partner under section 425E- 404 when the obligation was incurred and has not been released from the obligation under section 425E-607; and

(B) The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.

(b) In addition to any other liability provided by law:

(1) A person that immediately before a conversion or merger became effective, was a general partner in a converting or constituent limited partnership that was not a limited liability limited partnership shall be personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if, at the time the third party enters into the transaction, the third party:

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

(B) Reasonably believes that:

(i) The converted or surviving business is the converting or constituent limited partnership;

(ii) The converting or constituent limited partnership is not a limited liability limited partnership; and

(iii) The person is a general partner in the converting or constituent limited partnership; and

(2) A person that was dissociated as a general partner from a converting or constituent limited partnership before the conversion or merger became effective shall be personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if:

(A) Immediately before the conversion or merger became effective the converting or surviving limited partnership was not a limited liability limited partnership; and

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

(i) Does not have notice of the dissociation;

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

(iii) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the converting or constituent limited partnership. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 425-106 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-106
Governing law.
Status: in_force

(a) Except as otherwise provided in subsection (b), the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.

(b) The law of this State governs relations among the partners, and between the partners and the partnership, and the liability of partners for an obligation of a limited liability partnership. [L 1999, c 284, pt of §1; am L 2000, c 218, §5; am L 2004, c 121, §29]
Haw. Rev. Stat. § 425R-7 — HI Code / Division 2 / Title 23 / Chapter 425R / Section 425R-7
Change of registered agent by entity.
Status: in_force

(a) A represented entity may change the information currently on file under section 425R-4(a) by filing with the director a certified statement of change signed on behalf of the entity that states the:

(1) Name of the entity; and

(2) Information that is to be in effect as a result of the filing of the statement of change.

(b) Interest holders or governors of a domestic entity need not approve the filing of a:

(1) Statement of change under this section; or

(2) Similar filing changing the registered agent or registered office of the entity in any other jurisdiction.

(c) The appointment of a registered agent pursuant to subsection (a) is an affirmation by the represented entity that the agent has consented to serve as such.

(d) A statement of change filed under this section takes effect on filing. [L 2009, c 55, pt of §1]
Haw. Rev. Stat. § 414-386 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-386
Known claims against dissolved corporation.
Status: in_force

(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.

(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:

(1) Describe information that must be included in a claim;

(2) Provide a mailing address where a claim may be sent;

(3) State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and

(4) State that the claim will be barred if not received by the deadline.

(c) A claim against the dissolved corporation is barred:

(1) If a claimant who was given written notice under subsection (b) does not deliver the claim to the dissolved corporation by the deadline;

(2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.

(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. [L 2000, c 244, pt of §1; am L 2001, c 129, §41]
Haw. Rev. Stat. § 420D-3 — HI Code / Division 2 / Title 23 / Chapter 420D / Section 420D-3
Election of a domestic corporation to become a sustainable business corporation.
Status: in_force

(a) A domestic corporation incorporated under chapter 414 may elect to become a sustainable business corporation under this chapter by including in its articles or amending its articles to include a 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 corporation that is not a sustainable business corporation is a party to a merger, consolidation, or division, or is the exchanging corporation in a share exchange, and the surviving, new, or any resulting corporation in the merger, consolidation, division, or share exchange is to be a sustainable business corporation, then the plan of merger, consolidation, division, or share exchange shall not be effective unless it is adopted by the corporation by at least the minimum status vote. [L 2011, c 209, pt of §1]
Haw. Rev. Stat. § 428-1010 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-1010
REPEALED.
Status: in_force

L 2003, c 124, §106.
Haw. Rev. Stat. § 414-359 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-359
Procedure if shareholder dissatisfied with payment or offer.
Status: in_force

(a) A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and amount of interest due, and demand payment of the dissenter's estimate (less any payment under section 414-356), or reject the corporation's offer under section 414-358 and demand payment of the fair value of the dissenter's shares and interest due, if:

(1) The dissenter believes that the amount paid under section 414-356 or offered under section 414-358 is less than the fair value of the dissenter's shares or that the interest due is incorrectly calculated;

(2) The corporation fails to make payment under section 414-356 within sixty days after the date set for demanding payment; or

(3) The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty days after the date set for demanding payment.

(b) A dissenter waives the dissenter's right to demand payment under this section unless the dissenter notifies the corporation of the dissenter's demand in writing under subsection (a) within thirty days after the corporation made or offered payment for the dissenter's shares. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 417E-9 — HI Code / Division 2 / Title 23 / Chapter 417E / Section 417E-9
Penalties.
Status: in_force

(a) Any person, including a controlling person of an offeror or target company, who violates any provision of this chapter or any rule thereunder, or any order of the commissioner of which this person has notice, shall be subject to a fine of not more than $25,000 or imprisonment for not more than five years, or both. Each of the acts specified shall constitute a separate offense and a prosecution or conviction for any one of such offenses shall not bar prosecution or conviction for any other offense. No indictment or information may be returned under this chapter more than six years after the alleged violation.

(b) The commissioner may refer such evidence as is available concerning violations of this chapter or of any rule or order hereunder to the attorney general who, with or without any reference, may institute the appropriate criminal proceedings under this chapter.

(c) Nothing in this chapter limits the power of the State to punish any person for any conduct which constitutes a crime under any other statute.

(d) All shares acquired from a Hawaii resident in violation of any provision of this chapter or any rule hereunder, or any order of the commissioner of which the person has notice, shall be denied voting rights for one year after acquisition, the shares shall be nontransferable on the books of the target company for one year after acquisition and the target company, during this one-year period, shall have the option to call the shares for redemption either at the price at which the shares were acquired or at book value per share as of the last day of the fiscal quarter ended prior to the date of the call for redemption. Such a redemption shall occur on the date set in the call notice but not later than sixty days after the call notice is given. [L 1985, c 32, pt of §2]
Haw. Rev. Stat. § 425E-118 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-118
Consent and proxies of partners.
Status: in_force

Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney in fact.
Haw. Rev. Stat. § 425-8 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-8
Reservation of partnership name.
Status: reserved

The exclusive right to the use of a partnership name may be reserved by any person intending to organize a domestic partnership, by any domestic partnership intending to change its name, by any foreign partnership intending to do or carry on any business in the State or to take, hold, sell, demise, or convey real estate or other property therein, by any foreign partnership authorized to do or carry on any business in the State or to take, hold, sell, demise, or convey real estate or other property therein and intending to change its name, or by any person intending to organize a foreign partnership and intending to have the partnership to do or carry on any business in the State or to take, hold, sell, demise, or convey real estate or other property therein. Reservations shall be made by filing with the director of commerce and consumer affairs an application in such form as the director may prescribe to reserve a specified partnership name, and payment to the director of a fee equivalent to that paid by a corporation for the same service. If the director finds that the name is available for partnership use, the director shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. The right to the exclusive use of a specified partnership name so reserved may be transferred to any other person or partnership by filing in the office of the director a notice of a transfer executed by the applicant for whom the name is reserved specifying the name and address of the transferee.
Haw. Rev. Stat. § 414-18 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-18
Evidentiary effect of copy of filed document.
Status: in_force

A certificate attached to a copy of a document filed by the department director, bearing the department director's signature (which may be in facsimile) and the seal of the department of commerce and consumer affairs, is conclusive evidence that the original document is on file with the department director.
Haw. Rev. Stat. § 425-5 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-5
Minors and incompetent persons.
Status: in_force

A minor or incompetent person may not be a partner, but may have a beneficial interest in a partnership through a trustee or duly appointed guardian.

This section shall not apply to the current partners in any duly registered partnership doing business in the State as of July 14, 1969. [L 1969, c 247, pt of §1; am L 2001, c 129, §68]
Haw. Rev. Stat. § 421J-11 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-11
Applicability of other laws.
Status: in_force

Nothing in this chapter shall be construed to exempt any association or person from compliance with any applicable law, or subject any association or person to any other applicable law; provided that in the event of a conflict between any such law and this chapter, this chapter shall govern.
Haw. Rev. Stat. § 425-141 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-141
Partner's power to bind partnership after dissolution.
Status: in_force

Subject to section 425-142, a partnership is bound by a partner's act after dissolution that:

(1) Is appropriate for winding up the partnership business; or

(2) Would have bound the partnership under section 425-112 before dissolution, if the other party to the transaction did not have notice of the dissolution. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 425E-203 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-203
Statement of termination.
Status: reserved

(a) A dissolved limited partnership that has completed winding up may deliver to the director for filing a statement of termination that states:

(1) The name of the limited partnership;

(2) The date of filing of its initial certificate of limited partnership; and

(3) The effective date, which shall be a date and time certain, of cancellation, if it is not to be effective upon the filing of the certificate.

(b) A limited partnership shall be terminated upon the effective date of its statement of termination. The statement of termination 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.

(c) If a partnership has terminated by the expiration of its term of existence, the partners may, at any time within two years of such termination, by taking action consistent with the partnership agreement and by amending the partnership's certificate of limited partnership, extend the term of partnership. Such extension shall be effective from the original filing of the certificate.

(d) Within the applicable two-year period, should the name of the limited partnership, or a name substantially identical, be registered or reserved by another entity or should such name or a name substantially identical be registered as a trade name, trademark, or service mark, then extension of its term of existence shall be allowed only upon the registration of a new name by the limited partnership pursuant to the amendment provisions of this chapter. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 428-1103 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-1103
Pleading.
Status: in_force

In a derivative action for a limited liability company, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a member or manager or the reasons for not making the effort.
Haw. Rev. Stat. § 425E-804 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-804
Power of general partner and person dissociated as general partner to bind partnership after dissolution.
Status: in_force

(a) A limited partnership shall be bound by a general partner's act after dissolution that:

(1) Is appropriate for winding up the limited partnership's activities; or

(2) Would have bound the limited partnership under section 425E-402 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.

(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:

(1) 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; and

(2) The act:

(A) Is appropriate for winding up the limited partnership's activities; or

(B) Would have bound the limited partnership under section 425E-402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 414-126 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-126
Waiver of notice.
Status: in_force

(a) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver shall be in writing and be signed by the shareholder entitled to the notice or shall be by electronic transmission by the shareholder entitled to notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records; provided that the electronic transmission sets forth, or is delivered with information from which the corporation may determine that the electronic transmission was transmitted by the shareholder.

(b) A shareholder's attendance at a meeting:

(1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. [L 2000, c 244, pt of §1; am L 2002, c 130, §19]
Haw. Rev. Stat. § 425E-405 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-405
Actions by and against partnership and partners.
Status: in_force

(a) To the extent not inconsistent with section 425E-404, a general partner may be joined in an action against the limited partnership or named in a separate action.

(b) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner.

(c) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the general partner is personally liable for the claim under section 425E-404 and:

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

(2) The limited partnership is a debtor in bankruptcy;

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

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

(5) Liability is imposed on the general partner by law or contract independent of the existence of the limited partnership. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 414D-284 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-284
Procedure and effect of revocation.
Status: in_force

(a) The department director upon determining that one or more grounds exist under section 414D-283 for revocation of a certificate of authority shall give written notice of the department director's determination by mailing the notice to the foreign corporation at its last known address appearing in the records of the department director.

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

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

(d) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation. [L 2001, c 105, pt of §1; am L 2003, c 124, §40]
Haw. Rev. Stat. § 425E-806 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-806
Known claims against dissolved limited partnership.
Status: in_force

(a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b).

(b) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice shall:

(1) Specify the information required to be included in a claim;

(2) Provide a mailing address to which the claim is to be sent;

(3) State the deadline for receipt of the claim, that may not be less than one hundred twenty days after the date the notice is received by the claimant;

(4) State that the claim will be barred if not received by the deadline; and

(5) 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 will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on section 425E-404.

(c) A claim against a dissolved limited partnership shall be barred if the requirements of subsection (b) are met and:

(1) The claim is not received by the specified deadline; or

(2) In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within ninety days after the receipt of the notice of the rejection.

(d) This section shall not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 428-502 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-502
Transfer of distributional interest.
Status: in_force

A transfer of a distributional interest does not entitle the transferee to become or to exercise any rights of a member. A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled. A member ceases to be a member upon transfer of all of the member's distributional interest, other than a transfer for security purposes, or a court order charging the member's distributional interest, which has not been foreclosed.
Haw. Rev. Stat. § 425-124 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-124
Actions by partnership and partners.
Status: in_force

(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.

(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:

(1) Enforce the partner's rights under the partnership agreement;

(2) Enforce the partner's rights under this part, including:

(A) The partner's rights under section 425-120, 425-122, or 425-123;

(B) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 425-133 or enforce any other right under sections 425-130 to 425-132 or sections 425-133 to 425-137; or

(C) The partner's right to compel a dissolution and winding up of the partnership business or enforce any other right under sections 425-138 to 425-144; or

(3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 417E-8 — HI Code / Division 2 / Title 23 / Chapter 417E / Section 417E-8
Injunctions.
Status: in_force

Whenever it appears to the commissioner that any person, including a controlling person of an offeror or target company, has engaged or is about to engage in any act or practice constituting a violation of this chapter or any rule or order hereunder, the commissioner is authorized to:

(1) Issue and cause to be served upon any person violating any of the provisions of this chapter an order requiring the person guilty thereof to cease and desist therefrom; and

(2) Bring an action in the appropriate circuit court to enjoin the acts or practices and to enforce compliance with this chapter or any rule or order hereunder, or refer the matter to the attorney general.

Upon a proper showing, the court may grant a permanent or temporary injunction or restraining order and may order rescission of any sales or purchases of securities determined to be unlawful under this chapter or any rule or order hereunder. The court may not require the commissioner to post a bond. [L 1985, c 32, pt of §2]
Haw. Rev. Stat. § 428-1007 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-1007
Cancellation of authority.
Status: in_force

(a) A foreign limited liability company may cancel its authority to transact business in this State by obtaining a certificate of cancellation. Cancellation does not terminate the authority of the director to accept service of process on the company for claims for relief arising out of the transactions of business in this State. In order to obtain a certificate of cancellation, the foreign limited liability company shall deliver to the director for filing an application for cancellation, which shall set forth:

(1) The name and jurisdiction of formation or organization of the foreign limited liability company;

(2) A statement that the foreign limited liability company is not transacting business in this State;

(3) A statement that the foreign limited liability company surrenders its authority to transact business in this State;

(4) A statement that the foreign limited liability company revokes the authority of its agent for service of process in this State and consents that the service of process for any claim for relief arising out of the transactions of business in this State may be made on such foreign limited liability company by service upon the director;

(5) The address to which a person may mail a copy of any process against the foreign limited liability company;

(6) The dates the notice of cancellation was published pursuant to subsection (b) and the name of the newspaper publishing the notice, or a statement that publication was not made; and

(7) A statement that all taxes, debts, obligations, and liabilities of the foreign limited liability company in this State have been paid and discharged or that adequate provision has been made therefor.

(b) A foreign limited liability company intending to cancel its authority to transact business in this State may publish notice of its cancellation and request persons having claims against the company to present them in accordance with the notice. The notice shall:

(1) Be published at least once in each of four successive weeks (four publications) in a daily or weekly publication of statewide circulation or in separate daily or weekly publications whose combined circulation is statewide; and

(2) Describe the information required to be contained in a claim and provide a mailing address where the claim may be sent.

(c) After the filing of the application for cancellation, the director shall issue a certificate of cancellation which shall be effective as of the date of the filing of the application for cancellation, and the authority of the foreign limited liability company to transact business in this State shall cease. [L 1996, c 92, pt of §1; am L 1998, c 11, §21; am L 2000, c 219, §81; am L 2001, c 129, §102]
Haw. Rev. Stat. § 425-132 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-132
Effect of partner's dissociation.
Status: in_force

(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 425-138 to 425-144 apply; otherwise, sections 425-133 to 425-137 apply.

(b) Upon a partner's dissociation:

(1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 425-140;

(2) The partner's duty of loyalty under section 425-123(b)(3) terminates; and

(3) The partner's duty of loyalty under section 425-123(b)(1) and (2) and duty of care under section 425-123(c) continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 425-140. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 421J-17 — HI Code / Division 2 / Title 23 / Chapter 421J / Section 421J-17
[ §421J-17] Personal agriculture allowed.
Status: in_force

[ §421J-17] Personal agriculture allowed. (a) No association shall prohibit or unreasonably restrict the use of a unit owner's enclosed yard area for personal agriculture; provided that the use is not in violation of the association's existing master landscape plan or other restrictive covenants applicable to the unit.

(b) This section shall apply only to enclosed yard areas that are designated for the exclusive use of the unit owner.

(c) This section shall not:

(1) Apply to provisions in an association document that impose reasonable restrictions on the use of a unit owner's enclosed yard area for personal agriculture; or

(2) Prohibit an association from applying rules and regulations requiring that dead plant material and weeds, with the exception of straw, mulch, compost, and other organic materials intended to encourage vegetation and retention of moisture in the soil, be regularly cleared from the enclosed yard area.

(d) For purposes of this section:

"Personal agriculture" means a use of land where an individual cultivates lawful edible plant crops for personal use or donation.

"Reasonable restrictions" means restrictions that are reasonably necessary to protect neighbor unit owners or residents' use and enjoyment of their property and do not unreasonably increase the cost of engaging in personal agriculture or unreasonably decrease its efficiency. [L 2022, c 133, §1]
Haw. Rev. Stat. § 414-195 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-195
Terms of directors generally.
Status: in_force

(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.

(b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under section 414-196.

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

(d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.

(e) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or until there is a decrease in the number of directors. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-117 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-117
Voting agreements.
Status: in_force

(a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. The agreements may be valid for a period of up to ten years.

(b) A voting agreement created under this section is specifically enforceable. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 414-74 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-74
Fractional shares.
Status: in_force

(a) A corporation may:

(1) Issue fractions of a share or pay in money the value of fractions of a share;

(2) Arrange for disposition of fractional shares by the shareholders; or

(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

(b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by section 414-86(b).

(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.

(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:

(1) That the scrip will become void if not exchanged for full shares before a specified date; and

(2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 429-6 — HI Code / Division 2 / Title 23A / Chapter 429 / Section 429-6
Liability in contract and tort.
Status: in_force

(a) A nonprofit association shall be a legal entity separate from its members for the purposes of determining and enforcing rights, duties, and liabilities in contract and tort.

(b) A person shall not be liable for a breach of a nonprofit association's contract merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.

(c) A person shall not be liable for a tortious act or omission for which a nonprofit association is liable merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.

(d) A tortious act or omission of a member or other person for which a nonprofit association is liable shall not be imputed to a person merely because the person is a member of the nonprofit association, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.

(e) A member of, or a person considered to be a member by, a nonprofit association may assert a claim against the nonprofit association. A nonprofit association may assert a claim against a member or a person considered to be a member by the nonprofit association. [L 1999, c 161, pt of §1]
Haw. Rev. Stat. § 414-436 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-436
Corporate name of foreign corporation.
Status: reserved

(a) If the corporate name of a foreign corporation does not satisfy the requirements of section 414-51(b), (c), and (d), the foreign corporation to obtain or maintain a certificate of authority to transact business in this State may use a fictitious name to transact business in this State if its real name is unavailable and it delivers to the department director for filing a copy of a certificate of registration of a trade name by the foreign corporation under which the foreign corporation will transact business in this State.

(b) Except as authorized by subsections (c) and (d), the corporate name (including a fictitious name) of a foreign corporation may not be the same as, or substantially identical to:

(1) 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;

(2) A name the exclusive right to which is, at the time, reserved in this State;

(3) The fictitious name of another foreign corporation authorized to transact business in this State; and

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

(c) A foreign corporation may apply to the department director for authorization to use in this State the name of another corporation (incorporated or authorized to transact business in this State) that is substantially identical based upon the department director's records to the name applied for. The department director shall authorize use of the name applied for if:

(1) The other entity or holder of a reserved or registered name consents to the use in writing and one or more words are added to the other entity's name to make the name distinguishable from the name of the applicant; or

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

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

(1) Has merged with the other corporation;

(2) Has been formed by reorganization of the other corporation; or

(3) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation. [L 2000, c 244, pt of §1; am L 2001, c 129, §46; am L 2006, c 184, §8]
Haw. Rev. Stat. § 421C-32 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-32
Associations and agreements are not in restraint of trade.
Status: in_force

No association, or method or act thereof which complies with this chapter, shall be deemed a conspiracy or combination in restraint of trade or an illegal monopoly, or an attempt to lessen competition or fix prices arbitrarily, or the creation of a combination or pool, or to accomplish any improper or illegal purpose. Any agreements authorized under this chapter shall not be considered as illegal, in restraint of trade, or as part of a conspiracy or combination to accomplish an illegal purpose or act.
Haw. Rev. Stat. § 415A-30 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-30
Effect of repeal of prior acts.
Status: in_force

The repeal of a prior act by this chapter shall not affect the validity of any provisions of articles of incorporation and bylaws which were adopted, any right accrued or established, or any liability or penalty incurred, under the provisions of such act, prior to the repeal thereof.
Haw. Rev. Stat. § 428-704 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-704
Statement of dissociation.
Status: in_force

(a) A dissociated member or a limited liability company may file in the office of the director a statement of dissociation stating the name of the company and that the member is dissociated from the company.

(b) For the purposes of sections 428-301 and 428-703, a person not a member is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 421C-30 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-30
Voluntary dissolution, etc.
Status: in_force

Section 421-21 shall apply to associations formed under this chapter. For the purposes of this chapter, the term "voting power voting thereon" means those members present.
Haw. Rev. Stat. § 425-122 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-122
Partner's rights and duties with respect to information.
Status: in_force

(a) A partnership shall keep its books and records, if any, at its chief executive office.

(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.

(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:

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

(2) On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 414D-248 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-248
Grounds for administrative dissolution.
Status: in_force

The department director may commence a proceeding under section 414D-249 to administratively dissolve a corporation 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 chapter 425R. [L 2001, c 105, pt of §1; am L 2002, c 130, §60; am L 2003, c 124, §32; am L 2009, c 55, §22]
Haw. Rev. Stat. § 414D-279 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-279
Resignation of registered agent of foreign corporation.
Status: in_force

The registered agent of a foreign corporation may resign as agent by complying with the requirements of section 425R-10.
Haw. Rev. Stat. § 425E-210 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-210
Annual statement.
Status: in_force

(a) Each limited partnership and each foreign limited partnership authorized to transact business in this State shall deliver to the director for filing an annual statement that sets forth:

(1) The name of the limited partnership and the state or country under whose law it is formed;

(2) The mailing address of the limited partnership's principal office and the information required by section 425R-4(a); and

(3) The name and address of each general partner.

(b) The annual statement shall be filed within the time periods prescribed in subsection (c).

(c) Effective January 1, 2005, for each limited partnership whose date of registration in this State falls between:

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

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

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

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

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

(d) Each annual statement shall be certified as correct by any general partner. [L 2003, c 210, pt of §1; am L 2004, c 121, §36; am L 2009, c 55, §45]
Haw. Rev. Stat. § 425-111 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-111
When property is partnership property.
Status: in_force

(a) Property is partnership property if acquired in the name of:

(1) The partnership; or

(2) One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.

(b) Property is acquired in the name of the partnership by a transfer to:

(1) The partnership in its name; or

(2) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.

(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 414-404 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-404
Appeal from denial of reinstatement.
Status: in_force

(a) If the department director denies a corporation's application for reinstatement following administrative dissolution, the department director shall mail a written notice to the corporation or its designated representative that explains the reason or reasons for denial.

(b) The corporation may appeal the denial of reinstatement to the circuit court within thirty days after the notice of denial is mailed. The corporation may appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the department director's certificate of dissolution, the corporation's application for reinstatement, and the department director's notice of denial.

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

(d) The court's final decision may be appealed as in other civil proceedings. [L 2000, c 244, pt of §1; am L 2003, c 124, §10]
Haw. Rev. Stat. § 428-405 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-405
Sharing of and right to distributions.
Status: in_force

(a) Any distributions made by a limited liability company, prior to dissolution and winding up, must be in equal shares.

(b) A member has no right to receive, and may not be required to accept, a distribution in kind.

(c) If a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 425-117 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-117
Partner's liability.
Status: in_force

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

(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.

(c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 425E-802 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-802
Judicial dissolution.
Status: in_force

On application by a partner, the circuit court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
Haw. Rev. Stat. § 414-87 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-87
Shares without certificates.
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

(b) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by section 414-86(b) and (c), and, if applicable, section 414-88. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 420D-6 — HI Code / Division 2 / Title 23 / Chapter 420D / Section 420D-6
Standard of conduct for directors.
Status: in_force

(a) In discharging the duties of their respective positions, the board of directors, committees of the board, and individual directors of a sustainable business corporation, in considering the best interests of the sustainable business corporation:

(1) Shall consider the effects of any action of the sustainable business corporation upon:

(A) The shareholders of the sustainable business corporation; and

(B) The accomplishment of general and specific public benefits set forth in the sustainable business corporation's purposes; and

(2) May consider:

(A) The employees and workforce of the sustainable business corporation and its subsidiaries and suppliers;

(B) The interests of customers as beneficiaries of the general or specific public benefit purposes of the sustainable business corporation;

(C) Community and societal considerations, including those of any community in which offices or facilities of the sustainable business corporation or its subsidiaries or suppliers are located;

(D) The local and global environment;

(E) The short-term and long-term interests of the sustainable business corporation, including benefits that may accrue to the sustainable business corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the sustainable business corporation;

(F) The ability of the sustainable business corporation to accomplish its general public benefit purpose and any specific public benefit purpose;

(G) The resources, intent, and conduct of any person seeking to acquire control of the corporation; and

(H) Any other pertinent factors or the interests of any other group that they deem appropriate.

(b) A director shall not be personally liable for monetary damages for any action taken as a director if the director performed the duties of the director's office in compliance with the general standards of conduct pursuant to section 414-221. [L 2011, c 209, pt of §1]
Haw. Rev. Stat. § 414D-209 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-209
REPEALED.
Status: in_force

L 2003, c 124, §102.
Haw. Rev. Stat. § 414D-322 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-322
Application to qualified foreign corporations.
Status: in_force

A foreign corporation authorized to transact business in this State on July 1, 2002 shall be subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.

Revision Note

"July 1, 2002" substituted for "the effective date of this chapter".
Haw. Rev. Stat. § 414-201 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-201
Compensation of directors.
Status: in_force

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Haw. Rev. Stat. § 414-354 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-354
Duty to demand payment.
Status: in_force

(a) A shareholder sent a dissenters' notice described in section 414-353 must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the [dissenters'] notice pursuant to section 414-353(b)(3), and deposit the shareholder's certificates in accordance with the terms of the notice.

(b) The shareholder who demands payment and deposits the shareholder's share certificates under subsection (a) retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.

(c) A shareholder who does not demand payment or deposit the shareholder's share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for the shareholder's shares under this part. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 425E-204 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-204
Execution of records.
Status: in_force

(a) Each record delivered to the director for filing pursuant to this chapter shall be executed in the following manner:

(1) A certificate of limited partnership shall be signed by at least one general partner;

(2) An amendment that changes the status of the limited partnership as a limited liability limited partnership shall be signed by at least one general partner who shall certify that a majority of the general partners have agreed to the amendment;

(3) An amendment designating as a general partner a person admitted under section 425E-801(3)(B) following the dissociation of a limited partnership's last general partner shall be signed by the designated person;

(4) An amendment required by section 425E-803(c) following the appointment of a person to wind up the dissolved limited partnership's activities shall be signed by the appointed person;

(5) Any other amendment shall be signed by:

(A) At least one general partner listed in the certificate;

(B) Each person designated in the amendment as a new general partner; and

(C) Each person that the amendment indicates has dissociated as a general partner, unless:

(i) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or

(ii) The person has previously delivered to the director for filing a statement of dissociation;

(6) A restated certificate of limited partnership shall be signed by at least one general partner listed who shall certify that a majority of the general partners have agreed to the restatement and to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate shall be signed in a manner that satisfies that paragraph;

(7) A statement of termination shall be signed by at least one general partner who shall certify that all of the general partners have agreed to the termination or if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to section 425E-803(c) or (d) to wind up the dissolved limited partnership's activities;

(8) Articles of conversion shall be signed by at least one general partner who shall certify that a majority of the general partners have agreed to the conversion;

(9) Articles of merger shall be signed as provided in section 425E-1107(a);

(10) Any other record delivered on behalf of a limited partnership to the director for filing shall be signed by at least one general partner;

(11) A statement by a person pursuant to section 425E-605(a)(4) stating that the person has dissociated as a general partner shall be signed by that person;

(12) A statement of withdrawal by a person pursuant to section 425E-306 shall be signed by that person;

(13) A record delivered on behalf of a foreign limited partnership to the director for filing shall be signed by at least one general partner of the foreign limited partnership; and

(14) Any other record delivered on behalf of any person to the director for filing shall be signed by that person.

(b) Any person may sign by an attorney-in-fact any record to be filed pursuant to this chapter. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 414-197 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-197
Resignation of directors.
Status: in_force

(a) A director may resign at any time by delivering notice given in writing or by electronic transmission to the board of directors, its chairperson, or the corporation.

(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date. [L 2000, c 244, pt of §1; am L 2002, c 130, §21]
Haw. Rev. Stat. § 414-198 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-198
Removal of directors by shareholders.
Status: in_force

(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director.

(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.

(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 425-2 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-2
Forms to be furnished by director.
Status: in_force

The registration, annual and other statements required by this part shall be filed on forms to be furnished by the director of commerce and consumer affairs.
Haw. Rev. Stat. § 414D-161 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-161
Mandatory indemnification.
Status: in_force

Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation, against reasonable expenses actually incurred by the director in connection with the proceeding.
Haw. Rev. Stat. § 414-342 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-342
Right to dissent.
Status: in_force

(a) A shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder's shares in the event of, any of the following corporate actions:

(1) Consummation of a plan of merger to which the corporation is a party:

(A) If shareholder approval is required for the merger by section 414-313 or the articles of incorporation; provided that the shareholder is entitled to vote on the merger; or

(B) If the corporation is a subsidiary that is merged with its parent under section 414-314;

(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan;

(3) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale;

(4) An amendment of the articles of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it:

(A) Alters or abolishes a preferential right of the shares;

(B) Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares;

(C) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities;

(D) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or

(E) Reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under section 414-74;

(5) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares; or

(6) Consummation of a plan of conversion to which the corporation is the converting entity, if the shareholder is entitled to vote on the plan.

(b) A shareholder entitled to dissent and obtain payment for the shareholder's shares under this part may not challenge the corporate action creating the shareholder's entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation. [L 2000, c 244, pt of §1; am L 2004, c 121, §12]
Haw. Rev. Stat. § 425-4 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-4
Partnership between husband and wife; prima facie proof.
Status: in_force

If any business tax return is filed by, or license to do business is issued in the names of, both husband and wife, such tax return or license shall constitute prima facie proof, insofar as the State or any of its political subdivisions is concerned, that a partnership in such business exists between husband and wife in respect of such business. If the business tax return is filed by, or license is issued in the name of, one of them only, it shall constitute like proof that the husband and wife are not partners in respect of such business.
Haw. Rev. Stat. § 425-11 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-11
Record of statements.
Status: in_force

The director shall keep books or files in which the information required by this chapter to be filed with the director shall be recorded. The books or files shall be open to public inspection.
Haw. Rev. Stat. § 421H-6 — HI Code / Division 2 / Title 23 / Chapter 421H / Section 421H-6
Arbitration of disputes.
Status: in_force

(a) At the request of any party, any dispute concerning or involving one or more stockholders and a limited-equity housing corporation, its board of directors, managing agent, or one or more other stockholders relating to the interpretation, application, or enforcement of this chapter or the corporation's charter of incorporation, bylaws, or administrative rules adopted in accordance with its bylaws shall be submitted to arbitration. The arbitration shall be conducted, unless otherwise agreed by the parties, in accordance with chapter [658A] and the Condominium Property Regime Rules on Arbitration of Disputes of the American Arbitration Association; provided that where any arbitration rule conflicts with chapter 658A, chapter 658A shall prevail; provided further that notwithstanding any rule to the contrary, the arbitrator shall conduct the proceedings in a manner which affords substantial justice to all parties; provided further that the proceedings shall be concluded ninety days after the commencement of the arbitration unless extended by mutual consent of the parties involved and their counsel. The arbitrator shall be bound by rules of substantive law and shall not be bound by rules of evidence, whether or not set out by statute, except for provisions relating to privileged communications. The arbitrator shall permit discovery as provided for in the Hawaii rules of civil procedure; provided that the arbitrator may restrict the scope of such discovery for good cause to avoid excessive delay and costs to the parties or the arbitrator may refer any matter involving discovery to the circuit court for disposition in accordance with the Hawaii rules of civil procedure then in effect.

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

(1) The mortgagee of a mortgage of record;

(2) The developer, general contractor, subcontractors, or design professionals for the project; provided that when any person exempted by this paragraph is also a stockholder, a director, or managing agent, such person, in those capacities, shall be subject to subsection (a);

(3) Actions seeking equitable relief involving threatened property damage or the health or safety of stockholders or any other person;

(4) Actions to collect assessments which are liens or subject to foreclosure;

(5) Personal injury claims; or

(6) Actions for amounts in excess of $2,500 against a limited-equity housing corporation, a board of directors, or one or more directors, officers, agents, employees, or other persons, if insurance coverage under a policy or policies procured by the limited-equity housing corporation or its board of directors would be unavailable because action by arbitration was pursued. [L 1987, c 105, pt of §1; am L 1990, c 34, §26; am L 1995, c 11, §18; am L 2001, c 265, §4; am L 2002, c 129, §1]
Haw. Rev. Stat. § 425-156 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-156
Foreign limited liability partnerships.
Status: in_force

(a) Before transacting business in this State, a foreign limited liability partnership shall register pursuant to part I of this chapter, file a statement of foreign qualification with the director, and submit a certificate of good standing or other similar record duly authenticated by the secretary of state or other official having custody of limited liability partnership records in the state or country under whose law it was formed; provided that the certificate shall be dated not earlier than sixty days prior to the filing of the application. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate.

(b) A foreign limited liability partnership shall not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this State. [L 2000, c 218, pt of §1; am L 2001, c 241, §4; am L 2002, c 130, §88; am L 2003, c 124, §53]
Haw. Rev. Stat. § 425-158 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-158
Statement of foreign qualification.
Status: in_force

A statement of foreign qualification shall contain:

(1) The name of the foreign limited liability partnership, which name complies with the law of the state or other jurisdiction under which the foreign limited liability partnership is formed;

(2) A statement that the partnership elects to be a foreign limited liability partnership; and

(3) The mailing address of the partnership's principal office and the information required by section 425R-4(a). [L 2000, c 218, pt of §1; am L 2001, c 241, §5; am L 2002, c 130, §89; am L 2004, c 121, §31; am L 2006, c 184, §19 and c 235, §13; am L 2009, c 55, §36]
Haw. Rev. Stat. § 425-19 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-19
Designation or change of registered agent.
Status: in_force

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

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

(c) If the registered agent changes its name, its address, or its type or jurisdiction of organization, the agent shall comply with the requirements of section 425R-8 or 425R-9, whichever is applicable. [L 2002, c 130, pt of §5; am L 2009, c 55, §33]
Haw. Rev. Stat. § 414-422 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-422
Trustees or receivers for dissolved corporations; appointment; powers; duties.
Status: in_force

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

(b) The relief provided in this section shall be in addition to, and shall not limit or diminish, any remedies otherwise available under the common law or other state or federal statutes or rules. In the event of a conflict between this section and any common law, statute, or rule on the subject, the more beneficial provisions favoring the applicant shall prevail. [L 2002, c 130, §1; am L 2003, c 124, §11; am L 2004, c 121, §14]
Haw. Rev. Stat. § 425E-503 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-503
Sharing of distributions.
Status: in_force

A distribution by a limited partnership shall be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.
Haw. Rev. Stat. § 414D-92 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-92
[ § 414D-92] Purchase of memberships.
Status: in_force

[ § 414D-92] Purchase of memberships. (a) A public benefit corporation shall not purchase any of its memberships or any right arising therefrom.

(b) A corporation other than a public benefit corporation may purchase its memberships only to the extent provided in section 414D-232. [L 2019, c 65, §1]
Haw. Rev. Stat. § 414-16 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-16
Filing duty of department director.
Status: in_force

(a) If a document delivered to the department director for filing satisfies the requirements of section 414-11, the department director shall file it.

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

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

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

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

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

(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. [L 2000, c 244, pt of §1; am L 2001, c 129, §12]
Haw. Rev. Stat. § 414-353 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-353
Dissenters' notice.
Status: in_force

(a) If proposed corporate action creating dissenters' rights under section 414-342 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 414-352.

(b) The dissenters' notice must be sent no later than ten days after the corporate action was taken, and must:

(1) State where the payment demand must be sent and where and when certificates for certificated shares must be deposited;

(2) Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;

(3) Supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not the person acquired beneficial ownership of the shares before that date;

(4) Set a date by which the corporation must receive the payment demand, which date may not be fewer than thirty nor more than sixty days after the date the subsection (a) notice is delivered; and

(5) Be accompanied by a copy of this part. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414-215 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-215
Quorum and voting.
Status: in_force

(a) Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a board of directors consists of:

(1) A majority of the fixed number of directors if the corporation has a fixed board size; or

(2) A majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a).

(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.

(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(1) The director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting;

(2) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or

(3) The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 421-14 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-14
Removal of director.
Status: in_force

Any member may ask for the removal of a director by filing charges with the secretary or president of the association, together with a petition signed by five per cent of the members requesting the removal of the director in question. The removal shall be voted upon at the next meeting of the members, and by two-thirds of the voting power voting thereon the association may remove the director. The director whose removal is requested shall be served with a copy of the charges not less than ten days prior to the meeting and shall have an opportunity at the meeting to be heard in person and by counsel and to present evidence; and the persons requesting the removal of a director shall have the same opportunity. In case the bylaws provide for election of directors by districts, then the petition for removal of a director must be signed by twenty per cent of the members residing in the district from which the director was elected. The board must call a special meeting of the members residing in that district to consider the removal of the director; and by two-thirds of the voting power of the members of that district voting thereon the director in question shall be removed from office.
Haw. Rev. Stat. § 414-102 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-102
Corporation's acquisition of its own shares.
Status: in_force

(a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.

(b) If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon delivery to the department director for filing, a statement of cancellation showing the reduction in the authorized shares.

(c) The statement of cancellation must set forth:

(1) The name of the corporation;

(2) The number of acquired shares canceled, itemized by class and series; and

(3) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 425E-108.5 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-108.5
Administrative order of abatement for infringement of limited partnership name.
Status: in_force

(a) Any domestic limited partnership or limited liability limited partnership in good standing or foreign limited partnership or limited liability limited partnership authorized to transact business in this State claiming that the name of another domestic corporation, partnership, limited partnership, limited liability 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 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, 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 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 2003, c 210, pt of §1]
Haw. Rev. Stat. § 425E-507 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-507
Right to distribution.
Status: in_force

When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.
Haw. Rev. Stat. § 419-6 — HI Code / Division 2 / Title 23 / Chapter 419 / Section 419-6
Distribution of assets; inspection of books.
Status: in_force

Except upon liquidation of the property of the corporation in case of dissolution, no part of the assets, income, or earnings of the corporation shall be withdrawn from or sent out of the State, unless the remaining assets of the corporation shall then equal in value twice the amount of the indebtedness of the corporation.

The director of commerce and consumer affairs shall at all times have access to the books of the corporation. [L Sp 1941, c 58, pt of §1(6769A); RL 1945, §8406; RL 1955, §175-6; am L Sp 1959 2d, c 1, §15; am L 1963, c 114, §3; HRS §419-6; am L 1982, c 204, §8; am L 1983, c 124, §17]
Haw. Rev. Stat. § 414-372 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-372
Court costs and counsel fees.
Status: in_force

(a) The court in an appraisal proceeding commenced under section 414-371 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under section 414-359.

(b) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

(1) Against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of sections 414-351 to 414-359; or

(2) Against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part.

(c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-222 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-222
Sale of assets other than in regular course of activities.
Status: in_force

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the goodwill) other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized by subsection (b).

(b) Unless this chapter, the articles, the bylaws, or the board of directors or members (acting pursuant to subsection (d)) require a greater vote or voting by class, the proposed transaction to be authorized must be approved:

(1) By the board;

(2) By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and

(3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 414D-188 for an amendment to the articles or bylaws.

(c) If the corporation does not have members, the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which the approval is to be obtained in accordance with section 414D-145(c). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(d) The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis.

(e) If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 414D-105. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(f) If the board needs to have the transaction approved by the members by written consent or ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction.

(g) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights), without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors.

(h) A sale, lease, exchange, or other disposition of the property of a corporation shall not be deemed to be the sale, lease, exchange, or other disposition of all or substantially all the property of the corporation if the corporation is retaining sufficient property to continue one or more significant business segments or lines of the corporation after the sale, lease, exchange, or other disposition. Furthermore, the business segments or lines retained must not be only temporary operations or merely a pretext to avoid members' rights which might otherwise arise under this chapter.

(i) A public benefit corporation shall give written notice to the attorney general twenty business days before it sells, leases, exchanges, or otherwise disposes of all, or substantially all, of its property if the transaction is not in the regular course of its activities, unless the attorney general has given the corporation a written waiver of this subsection. [L 2001, c 105, pt of §1; am L 2004, c 171, §9; am L 2011, c 37, §15; am L 2019, c 65, §6]
Haw. Rev. Stat. § 429-13 — HI Code / Division 2 / Title 23A / Chapter 429 / Section 429-13
Summons and complaint; service on whom.
Status: in_force

In an action or proceeding against a nonprofit association, a summons and complaint shall be served on the agent authorized by appointment to receive service of process, the officer, managing or general agent, or the person authorized to participate in the management of its affairs. If none of them can be served, service may be made on a member.
Haw. Rev. Stat. § 414-14 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-14
Effective time and date of document.
Status: in_force

(a) Except as provided in subsection (b) and section 414-15(c), a document accepted for filing is effective at the time of filing on the date it is filed, as evidenced by the department director's date and time endorsement on the original document.

(b) Articles of dissolution, articles of conversion, and articles of merger or share exchange may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the thirtieth day after the date it is filed. [L 2000, c 244, pt of §1; am L 2001, c 129, §11; am L 2002, c 130, §9]
Haw. Rev. Stat. § 415A-12 — HI Code / Division 2 / Title 23 / Chapter 415A / Section 415A-12
Professional relationships; privileged communications.
Status: in_force

(a) The relationship between an individual performing professional services as an employee of a professional corporation and a client or patient shall be the same as if the individual performed the services as a sole practitioner.

(b) The relationship between a professional corporation performing professional services and the client or patient shall be the same as between the client or patient and the individual performing the services.

(c) Any privilege applicable to communications between a person rendering professional services and the person receiving the services recognized under the laws of this State, whether statutory or deriving from common law, shall remain inviolate and shall extend to a professional corporation and its employees in all cases in which it shall be applicable to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services. [L 1985, c 259, pt of §1; am L 1987, c 135, §118]
Haw. Rev. Stat. § 414D-281 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-281
Application to corporations heretofore authorized to transact business in this State.
Status: in_force

A foreign corporation that is duly authorized to transact business in this State on July 1, 2002, for a purpose or purposes for which a corporation might secure the authority under this chapter, shall be entitled to all of the rights and privileges applicable to foreign corporations procuring certificates of authority to transact business in this State under this chapter, and from July 1, 2002, the corporation shall be subject to all of the limitations, restrictions, liabilities, and duties prescribed herein for foreign corporations procuring certificates of authority to transact business in this State under this chapter.

Revision Note

"On July 1, 2002" substituted for "at the time this chapter takes effect", and the second reference to "July 1, 2002" substituted for "the time this chapter takes effect".
Haw. Rev. Stat. § 414-316 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-316
Effect of merger or share exchange.
Status: in_force

(a) When a merger takes effect:

(1) Every other entity that is a party to the merger merges into the surviving entity and the separate existence of every entity except the surviving entity ceases;

(2) The title to all real estate and other property owned by each entity that is a party to the merger is vested in the surviving entity without reversion or impairment;

(3) The surviving entity has all liabilities of each entity that is a party to the merger;

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

(5) The organizing articles of the surviving entity are amended to the extent provided in the plan of merger and indicated in the articles of merger; and

(6) The shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving entity or into cash or other property are converted, and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under part XIV.

(b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under part XIV.

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

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

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

(3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed. [L 2000, c 244, pt of §1; am L 2002, c 41, §10; am L 2004, c 121, §11]
Haw. Rev. Stat. § 414D-151 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-151
Loans to or guaranties for directors and officers.
Status: in_force

(a) A corporation may not lend money to or guaranty the obligation of a director or officer of the corporation.

(b) The fact that a loan or guaranty is made in violation of this section shall not affect the borrower's liability on the loan. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 414D-185 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-185
Amendment pursuant to judicial reorganization.
Status: in_force

(a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to section 414D-188 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by section 414D-32.

(b) The individual or individuals designated by the court shall deliver to the department director 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) This section shall 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 2001, c 105, pt of §1]
Haw. Rev. Stat. § 425E-103 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-103
Knowledge and notice.
Status: in_force

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

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

(1) Knows of it;

(2) Has received a notification of it;

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

(4) Has notice of it under subsection (c) or (d).

(c) A certificate of limited partnership on file in the office of the director is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d), the certificate is not notice of any other fact.

(d) A person has notice of:

(1) Another person's dissociation as a general partner:

(A) Ninety days after the effective date of an amendment to the certificate of limited partnership which states that the other person has dissociated; or

(B) Ninety days after the effective date of a statement of dissociation pertaining to the other person,

whichever occurs first;

(2) A limited partnership's dissolution, ninety days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved;

(3) A limited partnership's termination, ninety days after the effective date of a statement of termination;

(4) A limited partnership's conversion under article 11, ninety days after the effective date of the articles of conversion; or

(5) A merger under article 11, ninety days after the effective date of the articles of merger.

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

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

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

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

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

(h) A general partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 428-410 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-410
Actions by members.
Status: in_force

(a) A member may maintain an action against a limited liability company or another member for legal or equitable relief, with or without an accounting as to the company's business, to enforce:

(1) The member's rights under the operating agreement;

(2) The member's rights under this chapter; and

(3) The rights and otherwise protect the interests of the member, including rights and interests arising independently of the member's relationship to the company.

(b) The accrual, and any time limited for the assertion, of a right of action for a remedy under this section shall be governed by other laws. A right to an accounting upon dissolution and winding up does not revive a claim barred by law. [L 1996, c 92, pt of §1]
Haw. Rev. Stat. § 414D-5 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-5
Filing, service, and copying fees.
Status: in_force

(a) The following fees shall be paid to the department director upon the filing of corporate documents:

(1) Articles of incorporation, $50;

(2) Articles of amendment, $10;

(3) Restated articles of incorporation, $10;

(4) Articles of merger, $50;

(5) Articles of conversion, $50;

(6) Articles of dissolution, $10;

(7) Annual report of nonprofit domestic or foreign corporation, $5;

(8) Any other statement, report, certificate, application, or other corporate document, except an annual report, of a nonprofit domestic or foreign corporation, $10;

(9) Application for a certificate of authority, $50;

(10) Application for a certificate of withdrawal, $10;

(11) Reservation of corporate name, $10;

(12) Transfer of reservation of corporate name, $10;

(13) Good standing certificate, $5;

(14) Special handling fee for review of corporation documents, excluding articles of merger or conversion, $25;

(15) Special handling fee for review of articles of conversion or merger, $75;

(16) Special handling fee for certificates issued by the department, $10 per certificate;

(17) Special handling fee for certification of documents, $10; and

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

(b) All special handling fees shall be credited to the compliance resolution fund established under section 26-9(o).

(c) The department director shall adjust the fees assessed under this section, as necessary from time to time, through rules adopted pursuant to chapter 91. [L 2001, c 105, pt of §1; am L 2003, c 124, §20; am L 2004, c 116, §4 and c 117, §2; am L 2009, c 55, §17]
Haw. Rev. Stat. § 414D-184 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-184
Restated, amended and restated, articles of incorporation.
Status: in_force

(a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.

(b) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.

(c) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in accordance with section 414D-105. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement.

(d) If the board seeks to have the restatement approved by the members by ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement.

(e) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under section 414D-182.

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

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

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

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

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

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

(2) The information required by section 414D-183; and

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

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

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

(2) If the restatement contains an amendment to the articles requiring member approval, the information required by section 414D-183. The department director may certify the amended and restated articles of incorporation as the articles of incorporation currently in effect, without including the information required to be filed by subsection (j)(2) and (3). [L 2001, c 105, pt of §1; am L 2003, c 124, §29; am L 2011, c 37, §13]
Haw. Rev. Stat. § 414D-14 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-14
Definitions.
Status: in_force

Unless the context otherwise requires in this chapter:

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with the public benefit corporation. Control includes the power to select the public benefit corporation's board of directors.

"Approved by the members" or "approval by the members" means an act approved or ratified by:

(1) The affirmative vote of a majority of the votes represented and cast at a duly held meeting at which a quorum is present; provided that the affirmative votes cast constitute a majority of the required quorum;

(2) A ballot or written consent in conformity with this chapter; or

(3) The affirmative vote, ballot, or written consent of the greater proportion, including the votes of all the members of any class, unit, or grouping as may be provided in the articles, bylaws, or this chapter for any specified member action.

"Articles of incorporation" or "articles" includes amended and restated articles of incorporation, and articles of merger.

"Board" or "board of directors" means the board of directors of a corporation except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to section 414D-131.

"Bylaws" means the code or codes of rules (other than the articles) adopted pursuant to this chapter for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated.

"Class" refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. For the purpose of this chapter, rights shall be considered the same if they are determined by a formula applied uniformly.

"Code" means the federal Internal Revenue Code of 1986, as amended.

"Corporation" means a nonprofit corporation unless otherwise specified.

"Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters.

"Deliver" includes mail.

"Department" means the department of commerce and consumer affairs, unless the context otherwise requires.

"Department director" means the director of the department of commerce and consumer affairs, unless the context otherwise requires.

"Directors" means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title, to act as members of the board. Any person who does not have authority to vote as a member of the board is not a director as that term is used in this chapter, regardless of title.

"Distribution" means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers.

"Domestic corporation" means a corporation organized under the laws of this State.

"Electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

"Employee" does not include an officer or director who is not otherwise employed by the corporation.

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

"File", "filed", or "filing" means filed in the office of the department director.

"Foreign corporation" means a corporation organized under a law other than the law of this State.

"Governmental subdivision" includes authority, county, district, and municipality.

"Includes" denotes a partial definition.

"Individual" means a natural person.

"Means" denotes a complete definition.

"Member" means (without regard to what a person is called in the articles or bylaws) any person or persons having the rights and obligations of membership pursuant to a corporation's articles of incorporation or bylaws.

"Membership" refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and this chapter.

"Merger" means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic or foreign entities resulting in either one surviving entity or one new entity.

"Notice" is defined in section 414D-15.

"Person" includes any individual or entity.

"Principal office" means the office (in or out of the State) so designated in the annual report where the principal offices of a domestic or foreign corporation are located.

"Proceeding" includes civil suit and criminal, administrative, and investigatory action.

"Profit corporation" means a corporation organized for profit and registered under chapter 414.

"Public benefit corporation" means any corporation designated by statute as a public benefit corporation, or any corporation that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or that is organized for public or charitable purposes and upon dissolution must distribute its assets to a public benefit corporation, the United States, a state, or a person recognized as exempt under section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

"Record date" means the date established under part VI or part VII on which a corporation determines the identity of its members for the purposes of this chapter.

"Secretary" means the corporate officer to whom the board of directors has delegated responsibility under section 414D-153(b) for preparing the minutes of the directors' and members' meetings and for authenticating the records of the corporation.

"State" when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory, and insular possession (and their agencies and governmental subdivisions) of the United States.

"United States" includes district, authority, bureau, commission, department, and any other agency of the United States.

"Vote" includes authorization by ballot and written consent.

"Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors. [L 2001, c 105, pt of §1; am L 2002, c 41, §12; am L 2003, c 124, §2; am L 2004, c 121, §15 and c 171, §4; am L 2006, c 184, §9; am L 2009, c 23, §3; am L 2010, c 43, §2; am L 2011, c 37, §3; am L 2012, c 58, §3; am L 2019, c 65, §2]
Haw. Rev. Stat. § 414-311.6 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-311.6
Foreign mergers.
Status: in_force

(a) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and the foreign entity shall be the surviving entity, it shall, within sixty days after the merger becomes effective, file with the department director a certificate evidencing the merger, duly authenticated by the proper officer of the state or country under the laws of which the statutory merger was effectuated. The certificate evidencing the merger shall be evidence of a change of name if the name of the surviving entity is changed thereby. If the certificate is in a foreign language, a translation under oath of the translator shall accompany the certificate.

(b) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and that entity shall not be the surviving entity, the surviving entity shall, within sixty days after the merger becomes effective, file with the department director a certificate evidencing the merger in the form prescribed by subsection (a). [L 2002, c 41, pt of §1; am L 2003, c 124, §6; am L 2004, c 121, §9]
Haw. Rev. Stat. § 420D-1 — HI Code / Division 2 / Title 23 / Chapter 420D / Section 420D-1
Purpose and findings.
Status: in_force

This chapter authorizes a designation and code of conduct for a business corporation to offer entrepreneurs and investors the option to build and invest in businesses that operate in a socially and environmentally sustainable manner. Enforcement of those responsibilities comes not from governmental oversight, but rather from new provisions on transparency and accountability included in this chapter.
Haw. Rev. Stat. § 414-142 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-142
Voting entitlement of shares.
Status: in_force

(a) Except as provided in subsections (b) and (d) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.

(b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.

(c) Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414-439 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-439
Resignation of registered agent of foreign corporation.
Status: in_force

The registered agent of a foreign corporation may resign from the registered agent's appointment by complying with the requirements of section 425R-10.
Haw. Rev. Stat. § 425R-11 — HI Code / Division 2 / Title 23 / Chapter 425R / Section 425R-11
Duties of registered agent.
Status: in_force

The only duties under this chapter of a registered agent that has complied with this chapter are:

(1) To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent;

(2) To provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity;

(3) If the agent is a noncommercial registered agent, to keep current the information required by section 425R-4(a) in the most recent registered agent filing for the entity; and

(4) If the agent is a commercial registered agent, to keep current the information listed for it under section 425R-5(a). [L 2009, c 55, pt of §1]
Haw. Rev. Stat. § 425-143 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-143
Partner's liability to other partners after dissolution.
Status: in_force

(a) Except as otherwise provided in subsection (b) and section 425-117, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 425-141.

(b) A partner who, with knowledge of the dissolution, incurs a partnership liability under section 425-141(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 425-13 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-13
Personal liability and penalty.
Status: in_force

(a) If a partner neglects or fails to comply with any provision of this part, all partners shall be liable jointly and severally for all the debts and liabilities of the partnership, and may be severally sued therefor, without the necessity of joining the other partners in any action or suit, and shall also severally forfeit to the State $25 for each and every month while the default shall continue, to be recovered by action brought in the name of the State by the director of commerce and consumer affairs; provided that as to the forfeiture penalty, the director may, for good cause shown, reduce or waive the same.

(b) Any person who signs or certifies as correct any statement or certificate filed pursuant to this part, knowing the same to be false in any material particular, shall be fined not more than $5,000.

(c) Any person who negligently but without intent to defraud signs or certifies as correct any statement or certificate filed pursuant to this part, which statement or certificate is false in any material particular, shall be punished by a fine not exceeding $500. [L 1969, c 247, pt of §1; am L 1980, c 270, §5; am L 1982, c 204, §8; am L 1983, c 124, §17]
Haw. Rev. Stat. § 428-901.5 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-901.5
Foreign mergers.
Status: in_force

(a) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and the foreign entity shall be the surviving entity, it shall, within sixty days after the merger becomes effective, file with the director a certificate evidencing the merger, duly authenticated by the proper officer of the state or country under the laws of which the statutory merger was effectuated. The certificate evidencing the merger shall be evidence of a change of name if the name of the surviving entity is changed thereby. If the certificate is in a foreign language a translation attested to under oath of the translator shall accompany the certificate.

(b) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and that entity shall not be the surviving entity, the surviving entity shall, within sixty days after the merger becomes effective, file with the director a certificate evidencing the merger in the form prescribed by subsection (a). [L 2002, c 41, §5; am L 2003, c 124, §75; am L 2004, c 121, §46]
Haw. Rev. Stat. § 421I-12 — HI Code / Division 2 / Title 23 / Chapter 421I / Section 421I-12
Employees of cooperative housing corporations; background checks.
Status: in_force

The board of directors of a cooperative housing corporation, or the manager of a cooperative housing project, upon the written authorization of an applicant for employment as a security guard or manager or for a position that would allow the employee access to the keys of or entry into the units in the project or access to corporation funds, may conduct a background check on the applicant, or direct another responsible party to conduct the check. Before initiating or requesting a check, the board of directors or the manager shall first certify that the signature on the authorization is authentic and that the person is an applicant for employment. The background check, at a minimum, shall require the applicant to disclose whether:

(1) The applicant has been convicted in any jurisdiction of a crime that would tend to indicate the applicant is unsuited for employment as an employee with access to corporation funds or the keys of or entry to the units in the project; and

(2) The judgment of conviction has not been vacated.

For purposes of this section, the criminal history disclosure made by the applicant may be verified by the board of directors, manager, or other responsible party, if so directed by the board or the manager, by means of information obtained through the Hawaii criminal justice data center. The board or manager may conduct a criminal history record check directly through the Hawaii criminal justice data center. The applicant shall provide the Hawaii criminal justice data center with personal identifying information which shall include but not be limited to the applicant's name, social security number, date of birth, and gender. This information shall be secured only for the purpose of conducting the criminal history record check authorized by this section. Failure of a cooperative housing corporation or the manager to conduct or verify or cause to have conducted or verified a background check shall not alone give rise to any private cause of action against the corporation or manager for acts and omissions of the employee hired. [L 2003, c 95, §6]
Haw. Rev. Stat. § 414-3 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-3
Definitions.
Status: in_force

As used in this chapter:

"Articles of incorporation" include amended and restated articles of incorporation and articles of merger.

"Authorized shares" means the shares of all classes a domestic corporation is authorized to issue.

"Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.

"Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to this chapter.

"Deliver" includes mail.

"Department director" means the director of commerce and consumer affairs, unless the context otherwise requires.

"Distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.

"Effective date of notice" is defined in section [414-4].

"Electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

"Employee" includes an officer but not a director. A director may accept duties that make the director also an employee.

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

"Foreign corporation" means a corporation for profit incorporated under a law other than the law of this State.

"Governmental subdivision" includes authority, county, district, and municipality.

"Includes" denotes a partial definition.

"Individual" means a natural person.

"Means" denotes an exhaustive definition.

"Notice" is defined in section [414-4].

"Person" includes individual and entity.

"Principal office" means the office (in or out of this State) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located.

"Proceeding" includes civil suit and criminal, administrative, and investigatory action.

"Record date" means the date established under part [VII or VIII] of this chapter on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

"Secretary" means the corporate officer to whom the board of directors has delegated responsibility under section 414-231(c) for preparation and custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

"Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

"Shares" means the units into which the proprietary interests in a corporation are divided.

"State", when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory and insular possession (and their agencies and governmental subdivisions) of the United States.

"Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

"United States" includes district, authority, bureau, commission, department, and any other agency of the United States.

"Voting group" means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group. [L 2000, c 244, pt of §1; am L 2001, c 129, §4; am L 2002, c 130, §2; am L 2004, c 121, §4; am L 2006, c 184, §2]
Haw. Rev. Stat. § 414-36 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-36
Bylaws.
Status: in_force

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.

(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 414D-307 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-307
Report of indemnification to members.
Status: in_force

If a corporation indemnifies or advances expenses to a director under sections 414D-160 to 414D-163, in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.
Haw. Rev. Stat. § 417E-5 — HI Code / Division 2 / Title 23 / Chapter 417E / Section 417E-5
Limitations on offerors.
Status: in_force

(a) No offeror may make a take-over offer which is not made to stockholders in this State on substantially the same terms as the offer is made to stockholders outside this State.

(b) An offeror shall provide that any equity securities of a target company deposited or tendered pursuant to a take-over offer may be withdrawn by or on behalf of any offeree at any time within seven days from the date the offer has become effective under this chapter and after sixty days from the date the offer has become effective under this chapter, except as the commissioner may otherwise prescribe by rule or order for the protection of investors.

(c) If an offeror makes a take-over offer for less than all the outstanding equity securities of any class, and if the number of securities deposited or tendered pursuant thereto within ten days after the offer has become effective under this chapter and copies of the offer, or notice of any increase in the consideration offered, are first published or sent or given to security holders is greater than the number the offeror has offered to accept and pay for, the securities shall be accepted pro rata, disregarding fractions, according to the number of securities deposited or tendered by each offeree.

(d) If an offeror varies the terms of a take-over offer before its expiration date by increasing the consideration offered to the security holders, the offeror shall pay the increased consideration for all equity securities accepted, whether such securities have been accepted by the offeror before or after the variation in the terms of the offer.

(e) No offeror shall make a take-over offer or acquire any equity securities in this State pursuant to the take-over offer, at any time when any proceeding by the commissioner is pending against the offeror alleging a violation of any provision of this chapter or chapter 485A.

(f) No offeror shall acquire, remove, or exercise control, directly or indirectly, over any target company assets located in this State pursuant to a take-over offer at any time when any proceeding by the commissioner is pending against the offeror alleging a violation of any provision of this chapter.

(g) No offeror shall acquire from any resident of this State in any manner any equity securities of any class of a target company at any time within two years following the last purchase of securities pursuant to a take-over offer with respect to that class, including, but not limited to, acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, recapitalization, reorganization, or any other similar transaction, unless the holders of the equity securities are afforded, at the time of the acquisition, a reasonable opportunity to dispose of the securities to the offeror upon substantially equivalent terms as those provided in the earlier take-over offer. [L 1985, c 32, pt of §2; am L 2006, c 229, §10]
Haw. Rev. Stat. § 425-205 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-205
Effect of merger.
Status: in_force

(a) When a merger takes effect:

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

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

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

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

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

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

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

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

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

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

(d) Unless otherwise agreed, a merger of a general partnership or limited liability partnership that is not the surviving entity in the merger shall not require the general partnership or limited liability partnership to wind up its business under this chapter or pay its liabilities and distribute its assets pursuant to this chapter. [L 2002, c 41, pt of §3]
Haw. Rev. Stat. § 414D-302 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-302
Inspection of records by members.
Status: in_force

(a) Subject to sections 414D-301(e) and 414D-303(c), a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in section 414D-301(e) if the member gives the corporation written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy.

(b) A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy:

(1) Excerpts from any records required to be maintained under section 414D-301(a), to the extent not subject to inspection under subsection (a);

(2) Accounting records of the corporation; and

(3) Subject to sections 414D-109(b) and 414D-305, the membership list.

(c) A member may inspect and copy the records identified in subsection (b) only if:

(1) The member's demand is made in good faith and for a proper purpose;

(2) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and

(3) The records are directly connected with this purpose.

(d) This section does not affect:

(1) The right of a member to inspect records:

(A) Under section 414D-109; or

(B) If the member is in litigation with the corporation to the same extent as any other litigant; or

(2) The power of a court, independently of this chapter, to compel the production of corporate records for examination. [L 2001, c 105, pt of §1; am L 2002, c 130, §68]
Haw. Rev. Stat. § 414-223 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-223
Liability for unlawful distributions.
Status: in_force

(a) A director who votes for or assents to a distribution made in violation of section 414-111 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 414-111 or the articles of incorporation, if it is established that the director did not perform the director's duties in compliance with section 414-221. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.

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

(1) From every other director who could be held liable under subsection (a) for the unlawful distribution; and

(2) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of section 414-111 or the articles of incorporation.

(c) A proceeding under this section is barred unless it is commenced within two years after the date on which the effect of the distribution was measured under section 414-111(e) or (g).

(d) Nothing in this chapter shall prohibit the distribution of assets to shareholders permitted or authorized by the Federal Housing Commissioner by any corporation organized for the purpose of providing housing for rent pursuant to regulations of the Federal Housing Commissioner under the provisions of Title VIII of the National Housing Act, as amended, where the principal assets of the corporation consist of real property belonging to the United States and leased to the corporation pursuant to Title VIII of the National Housing Act as amended or supplemented from time to time. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 421C-26 — HI Code / Division 2 / Title 23 / Chapter 421C / Section 421C-26
Cooperative agreements.
Status: in_force

(a) Any association may enter into contracts, agreements, or arrangements with other associations, individuals, joint-ventures, partnerships, or corporations, for the cooperative and economical carrying on of its business.

(b) Any two or more associations by agreement may unite in employing and using or separately employ and use the same personnel, methods, means, and agencies for carrying on and conducting their respective business. [L 1982, c 97, pt of §2]
Haw. Rev. Stat. § 425E-803 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-803
Winding up.
Status: in_force

(a) A limited partnership continues after dissolution only for the purpose of winding up its activities.

(b) In winding up its activities, the limited partnership:

(1) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in section 425E-203, and perform other necessary acts; and

(2) Shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.

(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:

(1) Has the powers of a general partner under section 425E-804; and

(2) Shall promptly amend the certificate of limited partnership to state:

(A) That the limited partnership does not have a general partner;

(B) The name of the person that has been appointed to wind up the limited partnership; and

(C) The street and mailing address of the person.

(d) On the application of any partner, the circuit court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if:

(1) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or

(2) The applicant establishes other good cause. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 429-5 — HI Code / Division 2 / Title 23A / Chapter 429 / Section 429-5
Statement of authority as to real property.
Status: in_force

(a) A nonprofit association may execute and record a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association.

(b) An estate or interest in real property in the name of a nonprofit association may be transferred by a person so authorized in a statement of authority recorded in the office of the assistant registrar of the land court or in the bureau of conveyances, whichever is the office in which a transfer of the property would be recorded.

(c) A statement of authority shall set forth:

(1) The name of the nonprofit association;

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

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

(4) That it is an unincorporated nonprofit association; and

(5) The name or title of a person authorized to transfer an estate or interest in real property held in the name of the nonprofit association.

(d) A statement of authority shall be executed in the same manner as a deed by a person who is not the person authorized to transfer the estate or interest.

(e) A filing officer may collect a fee for recording a statement of authority in the amount authorized for recording a transfer of real property.

(f) An amendment, including a cancellation, of a statement of authority shall meet the requirements for execution and recording of an original statement. Unless canceled earlier, a recorded statement of authority or its most recent amendment shall be canceled by operation of law five years after the date of the most recent recording.

(g) If the record title to real property is in the name of a nonprofit association and the statement of authority is recorded in the office in which a transfer of real property would be recorded, the authority of the person named in a statement of authority shall be conclusive in favor of a person who gives value without notice that the person lacks authority. [L 1999, c 161, pt of §1; am L 2001, c 130, §1]
Haw. Rev. Stat. § 414-414 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-414
Decree of dissolution.
Status: in_force

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 414-411 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the department director, who shall file it.

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with section 414-385 and the notification of claimants in accordance with sections 414-386 and 414-387. [L 2000, c 244, pt of §1]
Haw. Rev. Stat. § 428-210 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-210
Annual report.
Status: in_force

(a) Each limited liability company and each foreign limited liability company authorized to transact business in this State shall deliver to the director for filing an annual report that sets forth:

(1) The name of the company and the jurisdiction under whose law it is organized;

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

(3) Whether the company is manager-managed, and:

(A) If so, the name and address of each manager, and the number of members; or

(B) If not, the name and address of each member.

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

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

(d) Effective January 1, 2003, for domestic or foreign limited liability companies whose date of organization or 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 company'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 company'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 company'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 company's affairs as of October 1 of the year when filed;

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

(e) If an annual report does not contain the information required in subsection (a), the director shall return the report for correction. If the report is corrected to contain the information required in subsection (a) and delivered to the director within thirty days after the date on which it was mailed to the limited liability company by the director, the report shall be considered to be timely filed. [L 1996, c 92, pt of §1; am L 2000, c 219, §73; am L 2002, c 130, §106; am L 2009, c 55, §56]
Haw. Rev. Stat. § 414D-4 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-4
Forms.
Status: in_force

(a) The department director may prescribe and furnish on request, forms for:

(1) An application for a certificate of good standing;

(2) A foreign corporation's application for a certificate of authority to transact business in this State;

(3) A foreign corporation's application for a certificate of withdrawal; and

(4) The annual report.

If the department director so requires, use of these forms is mandatory.

(b) The department director may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter but their use is not mandatory. [L 2001, c 105, pt of §1]
Haw. Rev. Stat. § 425E-113 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-113
Dual capacity.
Status: in_force

A person may be both a general partner and a limited partner. A person that is both a general and limited partner shall have the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person shall be subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person shall be subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
Haw. Rev. Stat. § 419-3 — HI Code / Division 2 / Title 23 / Chapter 419 / Section 419-3
Powers of corporation sole.
Status: in_force

(a) Every corporation sole formed under this chapter shall have the powers set forth in section 414D-52.

(b) Every such corporation shall have continuity of existence, notwithstanding vacancies in the incumbency thereof, and during the period of any vacancy, shall have the same capacity and right to receive and take any gift, bequest, devise, or conveyance of property, either as grantee for its own use, or as a trustee (where the trusteeship is within its corporate purposes and subject to removal from such trusteeship as provided by law), and to be or be made the beneficiary of a trust, as though there were no vacancies.

(c) No agency created by a corporation sole by a written instrument which, in express terms, provides that the agency thereby created shall not be terminated by a vacancy in the incumbency of the corporation, shall be terminated or affected by the death of the incumbent of the corporation or by a vacancy in the incumbency thereof, however caused. [L Sp 1941, c 58, pt of §1(6767); RL 1945, §8403; RL 1955, §175-3; HRS §419-3; am L 1988, c 370, §1; am L 2002, c 40, §54]
Haw. Rev. Stat. § 428-203 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-203
Articles of organization.
Status: in_force

(a) Articles of organization of a limited liability company shall set forth:

(1) The name of the company;

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

(3) The name and address of each organizer;

(4) Whether the duration of the company is for a specified term and, if so, the period specified;

(5) Whether the company is to be manager-managed, and:

(A) If so, the name and address of each initial manager, and the number of initial members; or

(B) If not, the name and address of each initial member; and

(6) Whether the members of the company are to be liable for its debts and obligations under section 428-303(c).

(b) Articles of organization of a limited liability company may set forth:

(1) Provisions permitted to be set forth in an operating agreement; or

(2) Other matters not inconsistent with law.

(c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of section 428-103(b). As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:

(1) The operating agreement controls as to managers, members, and members' transferees; and

(2) The articles of organization control as to persons other than managers, members, and their transferees who rely on the articles to their detriment.

(d) The duration of a limited liability company is at-will unless a term for its duration is specified in its articles of organization. [L 1996, c 92, pt of §1; am L 2000, c 219, §70; am L 2002, c 130, §104; am L 2009, c 55, §55]
Haw. Rev. Stat. § 428-105 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-105
Name.
Status: reserved

(a) The name of a limited liability company must contain "limited liability company" or the abbreviation "L.L.C." or "LLC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". The letters in the name of a limited liability company must be letters of the English alphabet.

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

(1) 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;

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

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

(4) A fictitious name approved under section 428-1005 for a foreign limited liability company authorized to transact business in this State because its real name is unavailable; or

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

(c) A limited liability company may apply to the director for authorization to use a name that, upon the records of the department, is the same as, or is substantially identical to, one or more of the names described in subsection (b). The director may authorize use of a substantially identical name applied for if:

(1) The present user, registrant, or owner of a reserved or registered name consents in writing to the use and registration of the name, and one or more words are added by the applicant to make the name distinguishable from the name on record; or

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

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

(1) Merged with the other entity; or

(2) Been formed by reorganization with the other entity. [L 1996, c 92, pt of §1; am L 1999, c 249, §31; am L 2000, c 219, §69; am L 2001, c 129, §88; am L 2012, c 58, §19]
Haw. Rev. Stat. § 414D-242 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-242
Dissolution by directors, members, and third persons.
Status: in_force

(a) Unless this chapter, any other state law, the articles, the bylaws, or the board of directors or members (acting pursuant to subsection (c)) require a greater vote or voting by class, dissolution is authorized if it is approved:

(1) By the board;

(2) By the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and

(3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 414D-188 for an amendment to the articles or bylaws.

(b) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which the approval is to be obtained in accordance with section 414D-145(c). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

(c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.

(d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 414D-105. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

(e) If the board seeks to have dissolution approved by the members by written consent or ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.

(f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. [L 2001, c 105, pt of §1; am L 2011, c 37, §16]
Haw. Rev. Stat. § 414D-154 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-154
Duties and authority of officers.
Status: in_force

Each officer has the authority and shall perform the duties set forth in the bylaws, or to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.
Haw. Rev. Stat. § 421I-8 — HI Code / Division 2 / Title 23 / Chapter 421I / Section 421I-8
Notification of assessment increases.
Status: in_force

(a) The board of directors shall notify the shareholders in writing of any increase in assessments for common expenses, at least thirty days prior to the increase.

(b) As used in this section, "assessments for common expenses" means any amounts collected from shareholders pursuant to the terms of the corporation's bylaws, articles of incorporation, or proprietary leases, for the operation, maintenance, management, repair, replacement, and improvement of the land, buildings, and any other real or personal property owned or leased by the corporation. [L 1993, c 282, pt of §1]
Haw. Rev. Stat. § 425E-1114 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-1114
Foreign mergers.
Status: in_force

(a) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and the foreign entity shall be the surviving entity, it shall, within sixty days after the merger becomes effective, file with the department director a certificate evidencing the merger, duly authenticated by the proper officer of the state or country under the laws of which the statutory merger was effectuated. The certificate evidencing the merger shall be evidence of a change of name if the name of the surviving entity is changed thereby. If the certificate is in a foreign language, a translation under oath of the translator shall accompany the certificate.

(b) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and that entity shall not be the surviving entity, the surviving entity shall, within sixty days after the merger becomes effective, file with the director a certificate evidencing the merger in the form prescribed by subsection (a). [L 2003, c 210, pt of §1; am L 2004, c 121, §42]
Haw. Rev. Stat. § 414D-155 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-155
Standards of conduct for officers.
Status: in_force

(a) An officer with discretionary authority shall discharge the officer's duties under that authority:

(1) In good faith;

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

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

(4) In a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.

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

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

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

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

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

(e) Any person who serves as an officer to the corporation without remuneration or expectation of remuneration shall not be liable for damage, injury, or loss caused by or resulting from the person's performance of or failure to perform duties of the position to which the person was appointed, unless the person was grossly negligent in the performance of or failure to perform the duties. For purposes of this section, remuneration does not include payment of reasonable expenses and indemnification or insurance for actions as an officer as allowed by sections 414D-159 to 414D-167. [L 2001, c 105, pt of §1; am L 2002, c 130, §54; am L 2017, c 87, §3; am L 2019, c 65, §5]
Haw. Rev. Stat. § 428-104 — HI Code / Division 2 / Title 23A / Chapter 428 / Section 428-104
Supplemental principles of law.
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 1996, c 92, pt of §1]
Haw. Rev. Stat. § 421-7 — HI Code / Division 2 / Title 23 / Chapter 421 / Section 421-7
Amendments of articles of incorporation.
Status: in_force

(a) An association may amend its articles of incorporation by the affirmative vote of two-thirds of the members voting thereon at any regular meeting, or at a special meeting called for the purpose, or if the association permits its members to vote on the basis of patronage, by the affirmative vote of a majority of the members and of two-thirds of the patronage, voting thereon. A written or printed notice of the proposed amendment, and of the time and place of holding the meetings shall be delivered to each member, or mailed to the member's last known address as shown by the books of the association, at least thirty days prior to any such meetings. No amendment affecting the preferential rights of any outstanding stock shall be adopted until the written consent of the holders of two-thirds of the outstanding preference shares has been obtained.

(b) After an amendment has been adopted, articles of amendment shall be certified and executed by the president or vice president and by the treasurer or secretary or assistant secretary, and filed as in the case of articles of incorporation, including the payment of fees. [L 1949, c 234, pt of §1; RL 1955, §176-8; HRS §421-7; gen ch 1985; am L 1988, c 373, §20]
Haw. Rev. Stat. § 425E-904 — HI Code / Division 2 / Title 23 / Chapter 425E / Section 425E-904
Issuance of certificate of authority.
Status: in_force

(a) If the director finds that an application for registration conforms to law and all requisite fees have been paid, the director shall issue a certificate of authority to transact business in this State.

(b) The certificate of authority shall be returned to the person who filed the application or that person's representative. [L 2003, c 210, pt of §1]
Haw. Rev. Stat. § 425-139 — HI Code / Division 2 / Title 23 / Chapter 425 / Section 425-139
Partnership continues after dissolution.
Status: in_force

(a) Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.

(b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:

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

(2) The rights of a third party accruing under section 425-141(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected. [L 1999, c 284, pt of §1]
Haw. Rev. Stat. § 414-234 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-234
Resignation and removal of officers.
Status: in_force

(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

(b) Any officer may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but the removal shall be without prejudice to the contract rights, if any, of the person so removed. [L 2000, c 244, pt of §1; am L 2001, c 129, §25]
Haw. Rev. Stat. § 414-214 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-214
Waiver of notice of meeting.
Status: in_force

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

(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. [L 2000, c 244, pt of §1; am L 2002, c 130, §23]
Haw. Rev. Stat. § 414-2 — HI Code / Division 2 / Title 23 / Chapter 414 / Section 414-2
Reservation of power to amend or repeal.
Status: in_force

The legislature has the 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-103 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-103
Court-ordered meetings.
Status: in_force

(a) The court of the county where a corporation's principal office (or, if none in this State, in the city and county of Honolulu) is located may summarily order a meeting to be held:

(1) On application of any member or other person entitled to participate in an annual or regular 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;

(2) On application of any member or other person entitled to participate in a regular meeting, if a regular meeting is not held within forty days after the date it was required to be held; or

(3) On application of a member or members entitled to call a special meeting, who signed a demand for a special meeting valid under section 414D-102.

(b) The court may fix the time and place of the meeting, specify a record date for determining members 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.

(c) The court may order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order in the event of a court-ordered meeting. [L 2001, c 105, pt of §1; am L 2009, c 55, §19]
Haw. Rev. Stat. § 414D-108 — HI Code / Division 2 / Title 23 / Chapter 414D / Section 414D-108
REPEALED.
Status: in_force

L 2002, c 130, §114.