reglab/housing_qa huggingface dataset:
HI Rev Stat § 425-192 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-192 Conversion into and from partnerships or limited liability partnerships.

  §425-192 Conversion into and from partnerships or limited liability partnerships. (a) A domestic partnership or limited liability partnership may adopt a plan of conversion and convert to a foreign partnership, limited liability partnership, or any other entity if:  (1) The domestic partnership or limited liability partnership acts on and its partners approve a plan of conversion in the manner prescribed by sections 425-203 and 428-904 to 428-906 and the conversion is treated as a merger to which the converting entity is a party and not the surviving entity;  (2) The conversion is permitted by and complies with the laws of the state or country in which the converted entity is to be incorporated, formed, or organized; and the incorporation, formation, or organization of the converted entity complies with such laws;  (3) At the time the conversion becomes effective, each partner of the converting entity, unless otherwise agreed to by that partner, owns an equity interest or other ownership interest in, and is a shareholder, partner, member, owner, or other security holder of, the converted entity; and  (4) The converted entity shall be incorporated, formed, or organized as part of or pursuant to the plan of conversion.  (b) Any foreign partnership, limited liability partnership, or other entity may adopt a plan of conversion and convert to a domestic partnership or limited liability partnership if the conversion is permitted by and complies with the laws of the state or country in which the foreign partnership, limited liability partnership, or other entity is incorporated, formed, or organized.  (c) A plan of conversion shall set forth:  (1) The name of the converting entity and the converted entity;  (2) A statement that the converting entity is continuing its existence in the organizational form of the converted entity;  (3) A statement describing the organizational form of the converted entity and the state or country under the laws of which the converted entity is to be incorporated, formed, or organized; and  (4) The manner and basis of converting the partnership interests, or other forms of ownership of the converting entity into partnership interests, or other forms of ownership of the converted entity, or any combination thereof.  (d) A plan of conversion may set forth any other provisions relating to the conversion that are not prohibited by law, including without limitation the initial partnership or limited liability partnership agreement of the converted entity if the converted entity is a partnership or limited liability partnership. [L 1999, c 280, pt of §4; am L 2001, c 129, §75; am L 2002, c 41, §18]
HI Rev Stat § 425-193 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-193 Articles of conversion.

 §425-193 Articles of conversion. (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]
HI Rev Stat § 425-194 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-194 REPEALED.

 §425-194 REPEALED. L 2003, c 124, §104.
HI Rev Stat § 425-195 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-195 Effect of conversion.

 §425-195 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 thereon;  (3) All liabilities and obligations of the converting entity shall automatically be liabilities and obligations of the converted entity without impairment or diminution due to the conversion;  (4) The rights of creditors of the converting entity shall continue against the converted entity and shall not be impaired or extinguished by the conversion;  (5) Any action or proceeding pending by or against the converting entity may be continued by or against the converted entity without any need for substitution of parties;  (6) The partnership interests and other forms of ownership in the converting entity that are to be converted into partnership interests, or other forms of ownership, in the converted entity as provided in the plan of conversion shall be converted;  (7) A shareholder, partner, member, or other owner of the converted entity, shall be liable for the debts and obligations of the converting entity that existed before the conversion takes effect only to the extent that such shareholder, partner, member, or other owner:  (A) Agreed in writing to be liable for such debts or obligations;  (B) Was liable under applicable law prior to the effective date of the conversion for such debts or obligations; or  (C) Becomes liable under applicable law for existing debts and obligations of the converted entity by becoming a shareholder, partner, member, or other owner of the converted entity;  (8) If the converted entity is a foreign general partnership, limited liability partnership, or other business entity incorporated, formed, or organized under a law other than the law of this State, the converted entity shall file with the director:  (A) An agreement that the converted entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of the converting domestic general partnership;  (B) An irrevocable appointment of a resident of this State including the resident's street address, as its agent to accept service of process in any such proceeding; and  (C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting shareholder, partner, member, or other owner to receive payment for their interest against the converted entity; and  (9) If the converting partnership is a domestic general partnership, or limited liability partnership, section 425-203 shall apply as if the converted entity were the survivor of a merger with the converting entity. [L 1999, c 280, pt of §4; am L 2002, c 41, §19; am L 2006, c 235, §16]
HI Rev Stat § 425-196 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-196 Administrative order of abatement for infringement of partnership name.

  §425-196 Administrative order of abatement for infringement of partnership name. (a) Any domestic partnership in good standing formed under this chapter or foreign partnership authorized to do business in this State under this chapter claiming that the name of another domestic corporation, partnership, limited partnership, limited liability partnership, or limited liability company existing under the laws of this State, or any foreign corporation, partnership, limited partnership, limited liability partnership, or limited liability company authorized to transact business in this State is substantially identical to, or confusingly similar with, its name may file a petition with the director for an administrative order of abatement to address the infringement of its name. The petition shall set forth the facts and authority that support the petitioner's claim that further use of the name should be abated. The petitioner, at the petitioner's expense, shall notify the registrant of the hearing and the registrant shall be given an opportunity to address the petition at a full hearing. The notice shall be made and the hearing held [in] accordance with the contested case provisions of chapter 91.  (b) In addition to any other remedy or sanction allowed by law, the order of abatement may:  (1) Allow the entity to retain its registered name, but:  (A) Require the entity to register a new trade name with the director; and  (B) Require the entity to conduct business in this State under this new trade name; or  (2) (A) Require the entity to change its registered name;  (B) Require the entity to register the new name with the director; and  (C) Require the entity to conduct business in this State under its new name. If an entity fails to comply with the order of abatement within sixty days, the director may involuntarily dissolve or terminate the entity, or cancel or revoke the entity's registration or certificate of authority, after the time to appeal has lapsed and no appeal has been timely filed. The director shall mail notice of the dissolution, termination, or cancellation to the entity at its last known mailing address. The entity shall wind up its affairs in accordance with chapter 414, 414D, 415A, 425, 425E, or 428, as applicable.  (c) Any person aggrieved by the director's order under this section may obtain judicial review in accordance with chapter 91 by filing a notice of appeal in circuit court within thirty days after the issuance of the director's order. The trial by the circuit court of any such proceeding shall be de novo. Review of any final judgment of the circuit court under this section shall be governed by chapter 602. [L 1999, c 250, §4; am L 2002, c 40, §63; am L 2003, c 210, §8]
HI Rev Stat § 425-197 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-197 Uniformity of application and construction.

 §425-197 Uniformity of application and construction. This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. [L 2000, c 218, pt of §2]
HI Rev Stat § 425-198 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-198 Short title.

  §425-198 Short title. This chapter may be cited as the Uniform Partnership Act (1977). [L 2000, c 218, pt of §2] Revision Note  Sections 425-197 and 425-198 were enacted as a new part designated as "Miscellaneous Provisions". Instead, the sections have been added to this part with the same heading.
HI Rev Stat § 425-201 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-201 Definitions.

 §425-201 Definitions.  As used in this part:  "Association" means an association organized under chapter 421 or 421C.  "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.  "Organizing articles" means:  (1) For an association, corporation, or nonprofit corporation, the articles of incorporation;  (2) For a general partnership or limited liability partnership, the registration statement;  (3) For a limited partnership, the certificate of limited partnership; and   (4) For a limited liability company, the articles of organization.  "Other business entity" means a corporation, limited liability company, limited partnership, or association. [L 2002, c 41, pt of §3; am L 2003, c 124, §57; am L 2004, c 121, §32]
HI Rev Stat § 425-202 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-202 Foreign mergers.

  §425-202 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 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 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 director a certificate evidencing the merger in the form prescribed by subsection (a). [L 2002, c 41, pt of §3; am L 2003, c 124, §58; am L 2004, c 121, §33]
HI Rev Stat § 425-204 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-204 Articles of merger.

 §425-204 Articles of merger. (a) After approval of the plan of merger, unless the merger is terminated, articles of merger shall be signed on behalf of each general partnership, and each entity that is a party to the merger and delivered to the director for filing. The articles shall set forth:  (1) The name and jurisdiction of formation or organization of each entity that is a party to the merger, and the name, address, and jurisdiction of organization of the entity with or into which they propose to merge, which is hereinafter designated as the surviving entity;  (2) A statement that the plan of merger was approved by each entity that is a party to the merger;  (3) A statement indicating any changes in the organizing articles of the surviving entity to be given effect by the merger; provided that if no changes are made, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger;  (4) The future effective date (which shall be a date certain) of the merger if it is not to be effective upon the filing of the articles of merger; provided that the effective date shall not be more than thirty days from the filing date; and  (5) A statement that includes:  (A) An agreement that the surviving entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of any entity previously subject to suit in this State which is to merge;  (B) An irrevocable appointment of a resident of this State as its agent to accept service of process in any proceeding pursuant to this paragraph, that includes the resident's street address in this State; and  (C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting member, shareholder, or partner to receive payment for their interest against the surviving entity.  (b) If the articles of merger provide for a future effective date, and:  (1) The plan of merger is amended to change the future effective date;  (2) The plan of merger permits the amendment of the articles of merger to change the future effective date without an amendment to the plan of merger; or  (3) The plan of merger is amended to change any other matter contained in the articles of merger so as to make the articles of merger inaccurate in any material respect, prior to the future effective date; then the articles of merger shall be amended by filing with the director a certificate of amendment that identifies the articles of merger and sets forth the amendment to the articles of merger.  If the articles of merger provide for a future effective date and if the plan of merger is terminated prior to the future effective date, the articles of merger shall be terminated by filing with the director a certificate of termination that identifies the articles of merger and states that the plan of merger has been terminated. [L 2002, c 41, pt of §3; am L 2003, c 124, §59; am L 2004, c 121, §34; am L 2006, c 235, §17]
HI Rev Stat § 425-205 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-205 Effect of merger.

 §425-205 Effect of merger. (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]
HI Rev Stat § 425-206 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-206 REPEALED.

 §425-206 REPEALED. L 2004, c 121, §59.
HI Rev Stat § 425E-101 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-101 Short title.

 §425E-101 Short title. This chapter may be cited as the "Uniform Limited Partnership Act". [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-104 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-104 Nature, purpose, and duration of entity.

 §425E-104 Nature, purpose, and duration of entity. (a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.  (b) A limited partnership may be organized under this chapter for any lawful purpose.  (c) A limited partnership has a perpetual duration. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-105 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-105 Powers.

 §425E-105 Powers. A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-106 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-106 Governing law.

 §425E-106 Governing law. The law of this State governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-107 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-107 Supplemental principles of law; rate of interest.

 §425E-107 Supplemental principles of law; rate of interest. (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.  (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in section 478-2. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-109 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-109 Reserved name.

 §425E-109 Reserved name. (a) A person may reserve the exclusive use of a name that complies with section 425E-108 including a fictitious name for a foreign limited partnership whose name is not available, by delivering an application to the director for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the director finds that the name applied for is available, it shall be reserved for the applicant's exclusive use for a one hundred twenty-day period from the date of filing.  (b) The owner of a name so reserved may transfer the reservation to another person by delivering to the director a signed notice of the transfer which states the name and address of the transferee. [L 2003, c 210, pt of §1]