reglab/housing_qa huggingface dataset:
HI Rev Stat § 414D-201 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-201 Merger.

  §414D-201 Merger. (a) Pursuant to a plan of merger approved as provided in section 414D €“202, a domestic or foreign corporation may merge with one or more domestic professional corporations, or with one or more associations, one or more corporations, or other business entities organized under the laws of this State, any state or territory of the United States, any foreign jurisdiction, or any combination thereof, with one of the domestic professional corporations, associations, domestic or foreign corporations, or other business entities whether domestic or foreign, being the surviving entity as provided in the plan; provided that the merger is permitted by the law of the state or country under whose law each foreign corporation that is a party to the merger is organized.   (b) The plan of merger shall set forth:  (1) The name and jurisdiction of formation or organization of each entity that is a party to the merger, and the name of the surviving entity into which each plans to merge;  (2) The terms and conditions of the merger;  (3) The manner and basis for converting memberships of each merging corporation into memberships, obligations, or securities of the surviving entity or into cash or other property in whole or part;  (4) The street address of the surviving entity's principal place of business, or if no street address is available, the rural post office number or post office box designated or made available by the United States Postal Service; and  (5) Amendments, if any, to the organizing articles of the surviving entity or, if no amendments are desired, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger.  (c) A plan of merger may set forth other provisions relating to the merger.  (d) If a foreign corporation survives a merger, it shall not do business in this State until an application for a certificate of authority is filed with the department director if the foreign corporation is not already authorized to do business in the State.  (e) The surviving entity shall furnish a copy of the plan of merger, on request and without cost, to any member or shareholder of any entity that is a party to the merger. [L 2001, c 105, pt of §1; am L 2002, c 41, §13; am L 2004, c 121, §16]
HI Rev Stat § 414D-201.5 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-201.5 Foreign mergers.

  §414D-201.5 Foreign mergers. (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 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 attested to under oath by 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, §2; am L 2003, c 124, §30; am L 2004, c 121, §17]
HI Rev Stat § 414D-203 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-203 Articles of merger.

  §414D-203 Articles of merger. (a) After a plan of merger is approved by the board of directors and, if required by section 414D-202, by the members and any other persons, articles of merger shall be signed on behalf of each corporation and each other entity that is a party to the merger and shall be delivered to the department director for filing. The articles of merger shall set forth:  (1) The name and jurisdiction of each entity that is a party to the merger, and the name, address, and jurisdiction of the surviving entity;  (2) A statement that the plan of merger has been approved by each entity involved in the merger;  (3) A statement indicating any changes in the organizing articles of the surviving entity to be given effect by the merger; provided that if no changes are made, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger; and  (4) A statement that includes:  (A) An agreement that the surviving entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of any entity previously subject to suit in this State that is to merge;  (B) An irrevocable appointment of a resident of this State as its agent to accept service of process in a proceeding under subparagraph (A), that includes the resident's street address in this State; and  (C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting member, shareholder, or partner to receive payment for their interest against the surviving entity.  (b) If the articles of merger provide for a future effective date, and:  (1) The plan of merger is amended to change the future effective date;  (2) The plan of merger permits the amendment of the articles of merger to change the future effective date without an amendment to the plan of merger; or   (3) The plan of merger is amended to change any other matter contained in the articles of merger so as to make the articles of merger inaccurate in any material respect, prior to the future effective date; then the articles of merger shall be amended by filing with the department director articles of amendment that identify the articles of merger and set forth the amendment to the articles of merger.  If the articles of merger provide for a future effective date and if the plan of merger is terminated prior to the future effective date, the articles of merger shall be terminated by filing with the department director a certificate of termination that identifies the articles of merger and the plan of merger and states that the plan of merger has been terminated.  (c) Articles of merger operate as an amendment to the corporation's articles of incorporation. [L 2001, c 105, pt of §1; am L 2002, c 41, §15; am L 2003, c 124, §31; am L 2004, c 121, §18; am L 2006, c 184, §11]
HI Rev Stat § 414D-204 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-204 Effect of merger.

  §414D-204 Effect of merger. (a) When a merger takes effect:  (1) Every corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;  (2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger;  (3) The surviving corporation has all liabilities and obligations of each corporation party to the merger;  (4) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and  (5) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.  (b) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the designated office, service of process may be made upon the surviving entity by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving corporation at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:  (1) The date the corporation receives the process, notice, or demand;  (2) The date shown on the return receipt, if signed on behalf of the corporation; or  (3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed. [L 2001, c 105, pt of §1; am L 2002, c 41, §16]
HI Rev Stat § 414D-205 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-205 REPEALED.

 §414D-205 REPEALED. L 2002, c 41, §28.
HI Rev Stat § 414D-206 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-206 Bequests, devises, and gifts.

  §414D-206 Bequests, devises, and gifts. Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-207 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-207 REPEALED.

  §414D-207 REPEALED. L 2012, c 37, §1.
HI Rev Stat § 414D-208 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-208 REPEALED.

  §414D-208 REPEALED. L 2012, c 37, §2.
HI Rev Stat § 414D-209 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-209 REPEALED.

  §414D-209 REPEALED. L 2003, c 124, §102.
HI Rev Stat § 414D-210 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-210 REPEALED.

  §414D-210 REPEALED. L 2012, c 37, §3.
HI Rev Stat § 414D-210.1 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-210.1 Effect of conversion.

  §414D-210.1 Effect of conversion. When a conversion becomes effective:  (1) The converting entity shall continue to exist without interruption, but in the organizational form of the converted entity;  (2) All rights, title, and interest in all real estate and other property owned by the converting entity shall automatically be owned by the converted entity without reversion or impairment, subject to any existing liens or other encumbrances;  (3) All liabilities and obligations of the converting entity shall automatically be liabilities and obligations of the converted entity without impairment or diminution due to the conversion;  (4) The rights of creditors of the converting entity shall continue against the converted entity and shall not be impaired or extinguished by the conversion;  (5) Any action or proceeding pending by or against the converting entity may be continued by or against the converted entity without any need for substitution of parties; and  (6) If the converted entity is a foreign corporation or other business entity incorporated under a law other than the law of this State, the converted entity shall file with the department director:  (A) An agreement that the converted entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of the converting domestic corporation; and  (B) An irrevocable appointment of a resident of this State, including the street address, as its agent to accept service of process in any such proceeding. [L 2017, c 87, pt of §1]
HI Rev Stat § 414D-211 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-211 Limitations on merger by public benefit corporations.

  §414D-211 Limitations on merger by public benefit corporations. (a) Without the prior approval of the circuit court for the first circuit in a proceeding in which the attorney general has been given written notice, a public benefit corporation may merge only with:  (1) A public benefit corporation;  (2) A foreign corporation that would qualify under this chapter as a public benefit corporation;  (3) A wholly owned corporation, if the public benefit corporation is the surviving corporation and continues to be a public benefit corporation after the merger;  (4) A corporation; provided that:  (A) On or prior to the effective date of the merger, assets with an equal value to the greater of the fair market value of the net tangible and intangible assets (including goodwill) of the public benefit corporation, or the fair market value of the public benefit corporation if it were to be operated as a business concern, are transferred to one or more persons who would have received its assets under section 414D-245(a)(5) and (6) had it dissolved;  (B) The public benefit corporation shall return, transfer, or convey an asset held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and  (C) The merger is approved by a majority of directors of the public benefit corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation.  (b) At least twenty days before the consummation of any merger of a public benefit corporation pursuant to subsection (a)(4), notice, including a copy of the proposed plan of merger, shall be delivered to the attorney general.  (c) Without the prior written approval of the attorney general or the circuit court for the first circuit, in a proceeding in which the attorney general has been given written notice, no member of a public benefit corporation may receive or keep anything as a result of a merger other than a membership in the surviving public benefit corporation. The court shall approve the transaction if it is in the public interest. [L 2004, c 171, §2]
HI Rev Stat § 414D-221 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-221 Sale of assets in regular course of activities and mortgage of assets.

  §414D-221 Sale of assets in regular course of activities and mortgage of assets. (a) A corporation, on the terms and conditions and for the consideration determined by the board of directors, may:  (1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or  (2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.  (b) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (a) is not required. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-231 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-231 Prohibited distributions.

  §414D-231 Prohibited distributions. Except as authorized by section 414D-232, a corporation shall not make any distributions. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-232 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-232 Authorized distributions.

  §414D-232 Authorized distributions. (a) A corporation other than a public benefit corporation may purchase its memberships if, after the purchase is completed:  (1) The corporation would be able to pay its debts as they become due in the usual course of its activities; and  (2) The corporation's total assets would be equal to at least the sum of its total liabilities.  (b) Corporations may make distributions upon dissolution in conformity with part XIII.  (c) The public benefit corporation, in conformity with its purposes, may make distributions to and confer benefits on a member or an affiliate that is another public benefit corporation if, after any distribution is completed:  (1) The public benefit corporation would be able to pay its debts as they become due in the usual course of its activities; and  (2) The public benefit corporation's total assets would be equal to at least the sum of its total liabilities. [L 2001, c 105, pt of §1; am L 2002, c 130, §58; am L 2010, c 43, §3; am L 2019, c 65, §7]
HI Rev Stat § 414D-233 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-233 Notice to the attorney general of intention to dissolve

  §414D-233 Notice to the attorney general of intention to dissolve. (a) A public benefit corporation shall give the attorney general written notice that it intends to dissolve before the time it delivers the articles of dissolution to the department director. The notice shall include a copy or summary of the plan of dissolution.  (b) No assets shall be transferred or conveyed by a public benefit corporation as part of the dissolution process until twenty business days after it has given the written notice required by subsection (a) to the attorney general or until the attorney general has consented in writing to the dissolution, or indicated in writing that the attorney general will take no action in respect to, the transfer or conveyance, whichever is earlier.  (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person (other than creditors) who received assets and indicate what assets each received. [L 2004, c 171, §3; am L 2005, c 22, §24; am L 2017, c 87, §4]
HI Rev Stat § 414D-241 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-241 Dissolution by incorporators, initial directors, and third persons.

  §414D-241 Dissolution by incorporators, initial directors, and third persons. A majority of the incorporators or initial directors of a corporation that has no members and has not commenced business, subject to any approval required by the articles or bylaws, may dissolve the corporation by delivering to the department director articles of dissolution that set forth:  (1) The name of the corporation;  (2) The date of its incorporation;  (3) That the corporation has no members and that the corporation has not commenced business;  (4) That a plan of dissolution, indicating to whom the assets owned or held by the corporation shall be distributed after all creditors have been paid, has been adopted; and  (5) That a majority of the incorporators or initial directors authorized the dissolution. [L 2001, c 105, pt of §1; am L 2006, c 235, §7]
HI Rev Stat § 414D-242 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-242 Dissolution by directors, members, and third persons.

  §414D-242 Dissolution by directors, members, and third persons. (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]
HI Rev Stat § 414D-243 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-243 Articles of dissolution.

  §414D-243 Articles of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department director articles of dissolution setting forth:  (1) The name of the corporation;  (2) The date dissolution was authorized;  (3) A statement that dissolution was approved by a sufficient vote of the board;  (4) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;  (5) If approval by members was required:  (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and  (B) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class;  (6) If approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to section 414D-242(a)(3), a statement that the approval was obtained.  (b) A corporation is dissolved upon the effective date of its articles of dissolution. The articles of dissolution may specify a delayed effective time and date, and if it does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the thirtieth day after the date it is filed. [L 2001, c 105, pt of §1]