reglab/housing_qa huggingface dataset:
HI Rev Stat § 414-422 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-422 Trustees or receivers for dissolved corporations; appointment; powers; duties.

  §414-422 Trustees or receivers for dissolved corporations; appointment; powers; duties. (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]
HI Rev Stat § 414-431 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-431 Authority to transact business required.

  §414-431 Authority to transact business required. (a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the department director.  (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a):  (1) Maintaining, defending, or settling any proceeding;  (2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;  (3) Maintaining bank accounts;  (4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities;  (5) Selling through independent contractors;  (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;  (7) Creating as borrower or lender, or acquiring, as borrower or lender, indebtedness, mortgages, and security interests in real or personal property;  (8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;  (9) Owning, without more, real or personal property;  (10) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; and  (11) Transacting business in interstate commerce.  (c) The list of activities in subsection (b) is not exhaustive. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-432 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-432 Consequences of transacting business without authority.

  §414-432 Consequences of transacting business without authority. (a) A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding in any court in this State until it obtains a certificate of authority.  (b) The successor to a foreign corporation that transacted business in this State without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this State until the foreign corporation or its successor obtains a certificate of authority.  (c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.  (d) A foreign corporation that transacts business in this State without a certificate of authority shall be liable to this State, for the years or parts thereof during which it transacted business in this State without a certificate of authority, in an amount equal to all fees that would have been imposed by this chapter upon the corporation had it duly applied for and received a certificate of authority to transact business in this State as required by this chapter and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees.  The attorney general shall bring proceedings to recover all amounts due this State under this section.  (e) Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this State. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-433 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-433 Application for certificate of authority.

  §414-433 Application for certificate of authority. (a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the department director for filing. The application shall set forth:  (1) The name of the foreign corporation or, if its name is unavailable for use in this State, a corporate name that satisfies the requirements of section 414-436;  (2) The name of the state or country under whose law it is incorporated;  (3) Its date of incorporation;  (4) The mailing address of the corporation's principal office and the information required by section 425R-4(a); and  (5) The names and usual business addresses of its current directors and officers.  (b) The foreign corporation shall deliver with the completed application a certificate of good standing or other similar record duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated; 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. [L 2000, c 244, pt of §1; am L 2001, c 129, §44; am L 2002, c 130, §30; am L 2003, c 124, §12; am L 2006, c 235, §4; am L 2008, c 54, §3; am L 2009, c 55, §12]
HI Rev Stat § 414-434 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-434 Change of name by foreign corporation.

  §414-434 Change of name by foreign corporation. (a) Whenever the name of a foreign corporation authorized to transact business in this State is changed by the amendment of its articles of incorporation, the foreign corporation, within sixty days after the amendment becomes effective, shall deliver to the department director a certificate evidencing the name change, duly authenticated by the proper officer of the state or country under the laws of which it is incorporated. If the certificate is in a foreign language, a translation under oath of the translator shall accompany the certificate.  (b) Whenever a foreign corporation that is authorized to transact business in this State shall change its name to one under which a certificate of authority would not be granted to it on application therefor, the foreign corporation shall not thereafter transact any business in this State until it has changed its name to a name that is available to it under the laws of this State or has otherwise complied with this chapter.  (c) If a foreign corporation is unable to change its name to a name that is available to it under the laws of this State, it may deliver to the department director a copy of a certificate of registration of a trade name and thereafter shall become authorized to transact business in the State under that name. [L 2000, c 244, pt of §1; am L 2001, c 129, §45]
HI Rev Stat § 414-435 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-435 Effect of certificate of authority.

  §414-435 Effect of certificate of authority. (a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State subject to the right of this State to revoke the certificate as provided in this chapter.  (b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.  (c) This chapter does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-436 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-436 Corporate name of foreign corporation.

  §414-436 Corporate name of foreign corporation. (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]
HI Rev Stat § 414-437 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-437 Registered agent of foreign corporation.

  §414-437 Registered agent of foreign corporation. Each foreign corporation authorized to transact business in this State must continuously maintain in this State a registered agent, who may be:  (1) An individual who resides in this State;  (2) A domestic entity authorized to transact business in this State; or  (3) A foreign entity authorized to transact business in this State. [L 2000, c 244, pt of §1; am L 2003, c 124, §13; am L 2009, c 55, §13]
HI Rev Stat § 414-438 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-438 Change of registered agent of foreign corporation.

  §414-438 Change of registered agent of foreign corporation. (a) A foreign corporation authorized to transact business in this State may change its registered agent by complying with the requirements of section 425R-7.  (b) If a registered agent changes its name, its address, or its type or jurisdiction of organization, the agent shall comply with the requirements of section 425R-8 or 425R-9, whichever is applicable. [L 2000, c 244, pt of §1; am L 2002, c 130, §31; am L 2009, c 55, §14]
HI Rev Stat § 414-439 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-439 Resignation of registered agent of foreign corporation.

 §414-439 Resignation of registered agent of foreign corporation. The registered agent of a foreign corporation may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 2000, c 244, pt of §1; am L 2001, c 129, §47; am L 2002, c 130, §32; am L 2009, c 55, §15]
HI Rev Stat § 414-440 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-440 Service on foreign corporation.

  §414-440 Service on foreign corporation. (a) Service of any notice or process authorized by law that is issued against any foreign corporation by any court, judicial or administrative officer, or board, may be made in the manner provided by law upon any registered agent, officer, or director of the foreign corporation who is found within the jurisdiction of the court, officer, or board; or if any registered agent, officer, or director cannot be found, upon the manager or superintendent of the foreign corporation or any person who is found in charge of the property, business, or office of the foreign corporation within the jurisdiction.  (b) If no officer, director, manager, superintendent, or other person in charge of the property, business, or office of the foreign corporation can be found within the State, and if the foreign corporation has not filed with the department director pursuant to this chapter the name of a registered agent upon whom legal notice and process from the courts of the State may be served, and likewise if the person named is not found within the State, service may be made upon the foreign corporation by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent annual report.  (c) Service using registered or certified mail is perfected at the earliest of:  (1) The date the foreign corporation receives the mail;  (2) The date shown on the return receipt, if signed on behalf of the foreign corporation; or  (3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.  (d) Nothing contained herein shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a foreign corporation in any other manner permitted by law. [L 2000, c 244, pt of §1; am L 2003, c 124, §14]
HI Rev Stat § 414-441 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-441 Application to corporations heretofore authorized to transact business in this State.

  §414-441 Application to corporations heretofore authorized to transact business in this State. Foreign corporations that are duly authorized to transact business in this State on July 1, 2001, 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, 2001 the corporations 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. [L 2000, c 244, pt of §1] Revision Note  "On July 1, 2001," substituted for "at the time this chapter takes effect" and "July 1, 2001" substituted for "the time this chapter takes effect".
HI Rev Stat § 414-451 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-451 Withdrawal of foreign corporation.

  §414-451 Withdrawal of foreign corporation. (a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the department director.  (b) A foreign corporation authorized to transact business in this State may apply for a certificate of withdrawal by delivering an application to the department director for filing. The application shall set forth:  (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;  (2) That it is not transacting business in this State and that it surrenders its authority to transact business in this State;  (3) That it revokes the authority of its registered agent to accept service on its behalf and consents that service of process in any action or proceeding based upon any cause of action arising in this State during the time the corporation was authorized to transact business in this State may thereafter be made on such corporation by service thereof on the department director; and  (4) A mailing address to which the department director may mail a copy of any process served on the department director under paragraph (3).  (c) After the withdrawal of the corporation is effective, service of process on the department director under this section is service on the foreign corporation. Upon receipt of process, the department director shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b).  (d) After the filing of the application of withdrawal, the department director shall issue a certificate of withdrawal that shall be effective as of the date of the filing of the application of withdrawal, and the authority of the foreign corporation to transact business in this State shall cease. [L 2000, c 244, pt of §1; am L 2002, c 130, §33; am L 2003, c 124, §15]
HI Rev Stat § 414-461 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-461 Grounds for revocation.

  §414-461 Grounds for revocation. The department director may commence a proceeding under section 414-462 to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if:  (1) The corporation fails to:  (A) Pay any fees prescribed by law;  (B) File its annual report for a period of two years;  (C) Appoint and maintain an agent for service of process as required; or  (D) File a statement of a change in the name or business address of the agent as required; or  (2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record or document submitted by the corporation. [L 2000, c 244, pt of §1; am L 2001, c 129, §48; am L 2002, c 130, §34; am L 2003, c 124, §16]
HI Rev Stat § 414-462 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-462 Procedure for and effect of revocation.

  §414-462 Procedure for and effect of revocation. (a) If the department director determines that one or more grounds exist under section 414-461 for revocation of a certificate of authority, the department director 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 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 a foreign corporation to transact business in this State shall immediately cease thereafter.  (d) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation. [L 2000, c 244, pt of §1; am L 2001, c 129, §49; am L 2003, c 124, §17]
HI Rev Stat § 414-463 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-463 Appeal from revocation.

  §414-463 Appeal from revocation. (a) A foreign corporation may appeal the department director's revocation of its certificate of authority to the circuit court within thirty days after the certificate of revocation is signed. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the department director's certificate of revocation.  (b) The court may summarily order the department director to reinstate the certificate of authority or may take any other action the court considers appropriate.  (c) The court's final decision may be appealed as in other civil proceedings. [L 2000, c 244, pt of §1]