reglab/housing_qa huggingface dataset:
HI Rev Stat § 414-383 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-383 Articles of dissolution.

  §414-383 Articles of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department director for filing articles of dissolution setting forth:  (1) The name of the corporation;  (2) The date dissolution was authorized;  (3) If dissolution was approved by the shareholders;  (A) The number of votes entitled to be cast on the proposal to dissolve; and  (B) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval; and  (4) If voting by voting groups was required, the information required by paragraph (3) must be separately provided for each voting group entitled to vote separately on the plan to dissolve.  (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 shall be 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, §39]
HI Rev Stat § 414-384 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-384 Revocation of dissolution.

  §414-384 Revocation of dissolution. (a) A corporation may revoke its dissolution within one hundred twenty days of its effective date.  (b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.  (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department director for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:  (1) The name of the corporation;  (2) The effective date of the dissolution that was revoked;  (3) The date that the revocation of dissolution was authorized;  (4) If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;  (5) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and  (6) If shareholder action was required to revoke the dissolution, the information required by section 414-383(a)(3) or (4).  (d) Within the applicable revocation of dissolution period, should the name of the corporation, or a name substantially identical thereto be registered or reserved by another corporation, partnership, limited partnership, limited liability company, or limited liability partnership, or should the name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then revocation of dissolution shall be allowed only upon the registration of a new name by the dissolved corporation pursuant to the amendment provisions of this chapter.  (e) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.  (f) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred. [L 2000, c 244, pt of §1; am L 2004, c 121, §13]
HI Rev Stat § 414-385 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-385 Effect of dissolution.

  §414-385 Effect of dissolution. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:  (1) Collecting its assets;  (2) Disposing of its properties that will not be distributed in kind to its shareholders;  (3) Discharging or making provision for discharging its liabilities;  (4) Distributing its remaining property among its shareholders according to their interests; and  (5) Doing every other act necessary to wind up and liquidate its business and affairs.  (b) Dissolution of a corporation does not:  (1) Transfer title to the corporation's property;  (2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;  (3) Subject its directors or officers to standards of conduct different from those prescribed in part IX;  (4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;  (5) Prevent commencement of a proceeding by or against the corporation in its corporate name;  (6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or  (7) Terminate the authority of the registered agent of the corporation. [L 2000, c 244, pt of §1; am L 2001, c 129, §40]
HI Rev Stat § 414-386 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-386 Known claims against dissolved corporation.

  §414-386 Known claims against dissolved corporation. (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]
HI Rev Stat § 414-387 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-387 Unknown claims against dissolved corporation.

  §414-387 Unknown claims against dissolved corporation. (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.  (b) The notice must:  (1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was located (or, if none in this State, in the city and county of Honolulu);  (2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and  (3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.  (c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:  (1) A claimant who did not receive written notice under section 414-386;  (2) A claimant whose claim was timely sent to the dissolved corporation but not acted on;  (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.  (d) A claim may be enforced under this section:  (1) Against the dissolved corporation, to the extent of its undistributed assets; or  (2) If the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the shareholder claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to such shareholder. [L 2000, c 244, pt of §1; am L 2009, c 55, §9]
HI Rev Stat § 414-401 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-401 Grounds for administrative dissolution.

  §414-401 Grounds for administrative dissolution. The department director may commence a proceeding under section 414-402 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 of the agent as required under chapter 425R. [L 2000, c 244, pt of §1; am L 2002, c 130, §28; am L 2003, c 124, §8; am L 2009, c 55, §10]
HI Rev Stat § 414-402 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-402 Procedure for and effect of administrative dissolution and effect of expiration.

  §414-402 Procedure for and effect of administrative dissolution and effect of expiration. (a) If the department director determines that one or more grounds exist under section 414-401 for dissolving a corporation, the department director shall give written notice of the department director's determination by mailing the notice to the corporation at its last known address appearing in the records of the department director.  (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the department director that each ground determined by the department director does not exist within sixty days after the date of mailing of the department director's written notice, the department director shall administratively dissolve the corporation by signing a decree of dissolution that recites any grounds for dissolution and its effective date. The decree shall be filed in the department director's office.  (c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under section 414-385 and notify claimants under sections 414-386 and 414-387.  (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.  (e) If a corporation's period of duration specified in its articles of incorporation has expired, the corporation continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under section 414-385 and notify claimants under sections 414-386 and 414-387.  (f) The corporation, at any time within two years of the expiration of its period of duration, may amend its articles of incorporation to extend its period of duration, and upon the amendment, the corporation may resume carrying on its business as if the expiration had never occurred; provided that if the name of the corporation, or a name substantially identical is registered or reserved by another entity, or if that name or a name substantially identical is registered as a trade name, trademark, or service mark, the extension of its period of duration shall be allowed only upon the registration of a new name by the corporation pursuant to the amendment provisions of this chapter. [L 2000, c 244, pt of §1; am L 2002, c 130, §29; am L 2003, c 124, §9; am L 2006, c 184, §7; am L 2008, c 54, §2; am L 2009, c 23, §1]
HI Rev Stat § 414-403 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-403 Reinstatement following administrative dissolution.

  §414-403 Reinstatement following administrative dissolution. (a) A corporation administratively dissolved under section 414-402 may apply to the department director for reinstatement within two years after the effective date of dissolution. The application shall:  (1) Recite the name of the corporation and the effective date of its administrative dissolution;  (2) Contain all reports due and unfiled;  (3) Contain the payment of all delinquent fees and penalties; and  (4) Contain a certificate or other writing from the department of taxation indicating that all taxes owed by the corporation have been paid, a payment arrangement has been entered into, or the unpaid tax liabilities are being contested in an administrative or judicial appeal with the department of taxation.  (b) Within the applicable reinstatement period, should the name of the corporation, or a name substantially identical thereto be registered or reserved by another corporation, partnership, limited partnership, limited liability company, or limited liability partnership, or should the name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then reinstatement shall be allowed only upon the registration of a new name by the administratively dissolved corporation pursuant to the amendment provisions of this chapter.  (c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred. [L 2000, c 244, pt of §1; am L 2001, c 129, §42; am L 2006, c 235, §3; am L 2009, c 23, §2; am L 2012, c 58, §2]
HI Rev Stat § 414-404 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-404 Appeal from denial of reinstatement.

  §414-404 Appeal from denial of reinstatement. (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]
HI Rev Stat § 414-411 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-411 Grounds for judicial dissolution.

  §414-411 Grounds for judicial dissolution. The circuit court may dissolve a corporation:  (1) In a proceeding by the attorney general if it is established that:  (A) The corporation obtained its articles of incorporation through fraud; or  (B) The corporation has continued to exceed or abuse the authority conferred upon it by law;  (2) In a proceeding by a shareholder if it is established that:  (A) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;  (B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;  (C) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or  (D) The corporate assets are being misapplied or wasted;  (3) In a proceeding by a creditor if it is established that:  (A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or  (B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or  (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-412 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-412 Procedure for judicial dissolution.

  §414-412 Procedure for judicial dissolution. (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]
HI Rev Stat § 414-413 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-413 Receivership or custodianship.

  §414-413 Receivership or custodianship. (a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.  (b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this State) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.  (c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:  (1) The receiver:  (A) May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and  (B) May sue and defend in the receiver's own name as receiver of the corporation in all courts of this State; and  (2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.  (d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.  (e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-414 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-414 Decree of dissolution.

  §414-414 Decree of dissolution. (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]
HI Rev Stat § 414-421 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-421 Deposit with director of finance.

  §414-421 Deposit with director of finance. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the director of finance for disposition in accordance with chapter 523A. [L 2000, c 244, pt of §1]