reglab/housing_qa huggingface dataset:
HI Rev Stat § 414D-254 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-254 Receivership or custodianship.

 §414D-254 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 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 shall have exclusive jurisdiction over the corporation and all of its property wherever located.  (b) The court may appoint an individual, or a domestic or foreign business or nonprofit 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. In addition to other powers:  (1) The receiver may:  (A) 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; provided the receiver's power to dispose of the assets of the corporation shall be subject to any trust and other restrictions that would be applicable to the corporation; and  (B) Sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this State.  (2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members 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 members, and its 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 2001, c 105, pt of §1]
HI Rev Stat § 414D-255 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-255 Decree of dissolution.

  §414D-255 Decree of dissolution. (a) If, after a hearing, the court determines that one or more grounds for judicial dissolution described in section 414D-252 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 affairs in accordance with section 414D-245 and the notification of its claimants in accordance with sections 414D-246 and 414D-247. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-256 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-256 Deposit with director of finance.

  §414D-256 Deposit with director of finance. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them, shall be reduced to cash subject to known trust restrictions and deposited with the director of finance for disposition in accordance with chapter 523A. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-271 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-271 Authority to transact business required.

  §414D-271 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, in addition to 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 members 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 memberships or securities, or maintaining trustees or depositaries with respect to those securities;  (5) Selling through independent contractors;  (6) Soliciting or obtaining orders, whether by mail, through employees, agents, or otherwise, if the orders require acceptance outside this State before they become contracts;  (7) Creating or acquiring 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;  (11) Transacting business in interstate commerce.  (c) The list of activities in subsection (b) shall not be limited to the activities listed. [L 2001, c 105, pt of §1] Cross References  Foreign mergers, see, §414D-201.5.
HI Rev Stat § 414D-272 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-272 Consequences of transacting business without authority.

  §414D-272 Consequences of transacting business without authority. (a) A foreign corporation transacting business in this State without a certificate of authority shall 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 shall not maintain a proceeding 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 shall not impair the validity of its corporate acts or prevent it from defending any proceeding in this State. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-273 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-273 Application for certificate of authority.

  §414D-273 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 414D-276;  (2) The name of the state or country under whose law it is incorporated;  (3) The date of incorporation;  (4) The mailing address of the corporation's principal office and the information required by section 425R-4(a);  (5) The names and usual business addresses of its current directors and officers; and  (6) Whether the foreign corporation has members.  (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 2001, c 105, pt of §1; am L 2002, c 130, §62; am L 2003, c 124, §35; am L 2007, c 202, §1; am L 2008, c 54, §6; am L 2009, c 55, §23]
HI Rev Stat § 414D-274 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-274 Change of name by foreign corporation.

  §414D-274 Change of name by foreign corporation. (a) Whenever the name of a foreign corporation that is authorized to transact business in this State is changed by an amendment to 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 that is 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 attested to under oath by the translator shall accompany the certificate.  (b) Whenever a foreign corporation that is authorized to transact business in this State changes its name to one that is substantially identical to the name of any business entity or trade name registered in this State, 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 different name as a trade name and thereafter shall become authorized to transact business in the State under that name. [L 2001, c 105, pt of §1; am L 2003, c 124, §36]
HI Rev Stat § 414D-275 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-275 Effect of certificate of authority.

  §414D-275 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 the State to revoke the certificate as provided in this chapter.  (b) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.  (c) This chapter does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State. [L 2001, c 105, pt of §1]
HI Rev Stat § 414D-277 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-277 Registered agent of foreign corporation.

  §414D-277 Registered agent of foreign corporation. Each foreign corporation authorized to transact business in this State shall continuously maintain in this State a registered agent, who shall have a business address in this State and 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 2001, c 105, pt of §1; am L 2002, c 130, §64; am L 2003, c 124, §37; am L 2009, c 55, §24]
HI Rev Stat § 414D-278 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-278 Change of registered agent of foreign corporation.

  §414D-278 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 chapter 425R. [L 2001, c 105, pt of §1; am L 2002, c 130, §65; am L 2009, c 55, §25]
HI Rev Stat § 414D-279 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-279 Resignation of registered agent of foreign corporation.

  §414D-279 Resignation of registered agent of foreign corporation. The registered agent of a foreign corporation may resign as agent by complying with the requirements of section 425R-10. [L 2001, c 105, pt of §1; am L 2009, c 55, §26]
HI Rev Stat § 414D-280 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-280 Service on foreign corporation.

  §414D-280 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 filed under section 414D-308.  (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 2001, c 105, pt of §1; am L 2003, c 124, §38]
HI Rev Stat § 414D-281 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-281 Application to corporations heretofore authorized to transact business in this State.

  §414D-281 Application to corporations heretofore authorized to transact business in this State. A foreign corporation that is duly authorized to transact business in this State on July 1, 2002, for a purpose or purposes for which a corporation might secure the authority under this chapter, shall be entitled to all of the rights and privileges applicable to foreign corporations procuring certificates of authority to transact business in this State under this chapter, and from July 1, 2002, the corporation shall be subject to all of the limitations, restrictions, liabilities, and duties prescribed herein for foreign corporations procuring certificates of authority to transact business in this State under this chapter. [L 2001, c 105, pt of §1] Revision Note  "On July 1, 2002" substituted for "at the time this chapter takes effect" and the second reference to "July 1, 2002" substituted for "the time this takes effect".
HI Rev Stat § 414D-282 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-282 Withdrawal of foreign corporation.

  §414D-282 Withdrawal of foreign corporation. (a) A foreign corporation authorized to transact business in this State shall 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 conduct affairs 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 in its application for withdrawal.  (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 2001, c 105, pt of §1; am L 2002, c 130, §66]
HI Rev Stat § 414D-283 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-283 Grounds for revocation of certificate of authority.

  §414D-283 Grounds for revocation of certificate of authority. The department director may commence a proceeding under section 414D-284 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 by chapter 425R; 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 2001, c 105, pt of §1; am L 2002, c 130, §67; am L 2003, c 124, §39; am L 2009, c 55, §27]
HI Rev Stat § 414D-284 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-284 Procedure and effect of revocation.

  §414D-284 Procedure and effect of revocation. (a) The department director upon determining that one or more grounds exist under section 414D-283 for revocation of a certificate of authority shall give written notice of the department director's determination by mailing the notice to the foreign corporation at its last known address appearing in the records of the department director.  (b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the department director that each ground for revocation determined by the department director does not exist within sixty days after the date of mailing of the department director's written notice, the department director may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date.  (c) Upon revoking any certificate of authority, the department director shall issue a certificate of revocation that shall be filed in the department director's office, and the authority of the foreign corporation to transact business in this State shall immediately cease.  (d) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation. [L 2001, c 105, pt of §1; am L 2003, c 124, §40]
HI Rev Stat § 414D-285 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414D. Hawaii Nonprofit Corporations Act|414D-285 Appeal from revocation.

  §414D-285 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 2001, c 105, pt of §1]