reglab/housing_qa huggingface dataset:
HI Rev Stat § 414-32 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-32 Articles of incorporation.

  §414-32 Articles of incorporation. (a) The articles of incorporation shall set forth:  (1) A corporate name for the corporation that satisfies the requirements of section 414-51;  (2) The number of shares the corporation is authorized to issue;  (3) The mailing address of the corporation's initial principal office and the information required by section 425R-4(a); and  (4) The name and address of each incorporator.  (b) The articles of incorporation may set forth:  (1) The names and addresses of the individuals who are to serve as the initial directors;  (2) Provisions not inconsistent with law regarding:  (A) The purpose or purposes for which the corporation is organized;  (B) Managing the business and regulating the affairs of the corporation;  (C) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;  (D) A par value for authorized shares or classes of shares; and  (E) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;  (3) Any provision that under this chapter is required or permitted to be set forth in the bylaws;  (4) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, subject to section 414-222; and  (5) A provision permitting or making obligatory indemnification of a director for liability (as defined in section [414-241]) to any person for any action taken, or any failure to take any action, as a director, except liability for:  (A) Receipt of a financial benefit to which the director is not entitled;  (B) An intentional infliction of harm on the corporation or its shareholders;  (C) A violation of section 414-223; or  (D) An intentional violation of criminal law.  (c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. [L 2000, c 244, pt of §1; am L 2002, c 130, §10; am L 2009, c 55, §4]
HI Rev Stat § 414-33 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-33 Incorporation.

  §414-33 Incorporation. (a) The corporate existence begins when the articles of incorporation are filed.  (b) The department director's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-34 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-34 Liability for pre-incorporation transactions.

  §414-34 Liability for pre-incorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-35 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-35 Organization of corporation.

  §414-35 Organization of corporation. (a) After incorporation:  (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;  (2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect:  (A) Directors and complete the organization of the corporation; or  (B) A board of directors who shall complete the organization of the corporation.  (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.  (c) An organizational meeting may be held in or out of this State. [L 2000, c 244, pt of §1] Revision Note  Subsection (a)(2)(A) and (B) redesignated pursuant to §23G-15(1).
HI Rev Stat § 414-36 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-36 Bylaws.

  §414-36 Bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.  (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-37 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-37 Emergency bylaws.

  §414-37 Emergency bylaws. (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:  (1) Procedures for calling a meeting of the board of directors;  (2) Quorum requirements for the meeting; and  (3) Designation of additional or substitute directors.  (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.  (c) Corporate action taken in good faith in accordance with the emergency bylaws:  (1) Binds the corporation; and  (2) May not be used to impose liability on a corporate director, officer, employee, or agent.  (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-41 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-41 Purposes.

  §414-41 Purposes. (a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.  (b) A corporation engaging in a business that is subject to regulation under another statute of this State may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-42 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-42 General powers.

 §414-42 General powers. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, the power:  (1) To sue and be sued, complain and defend in its corporate name;  (2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;  (3) To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this State, for managing the business and regulating the affairs of the corporation;  (4) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;  (5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;  (6) To purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;  (7) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;  (8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;  (9) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;  (10) To conduct its business, locate offices, and exercise the powers granted by this chapter within or without this State;  (11) To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;  (12) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;  (13) To make donations for the public welfare or for charitable, scientific, or educational purposes;  (14) To transact any lawful business that will aid governmental policy; and  (15) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-43 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-43 Emergency powers.

  §414-43 Emergency powers. (a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:  (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and  (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.  (b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:  (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and  (2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.  (c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:  (1) Binds the corporation; and  (2) May not be used to impose liability on a corporate director, officer, employee, or agent.  (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-44 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-44 Ultra vires.

  §414-44 Ultra vires. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.  (b) A corporation's power to act may be challenged:  (1) In a proceeding by a shareholder against the corporation to enjoin the act;  (2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or  (3) In a proceeding by the attorney general under section 414-411.  (c) In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act. [L 2000, c 244, pt of §1]
HI Rev Stat § 414-51 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-51 Corporate name.

  §414-51 Corporate name. (a) A corporate name:  (1) Must contain the word "corporation", "incorporated", or "limited", or the abbreviation "corp.", "inc.", or "ltd."; and  (2) May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 414-41 and its articles of incorporation.  (b) Except as authorized by subsections (c) and (d), a corporate name may not be the same as or substantially identical to:  (1) The name of any entity registered or authorized to transact business or conduct affairs under the laws of this State;  (2) A name the exclusive right to which is, at the time, reserved in this State;  (3) The fictitious name adopted by a foreign corporation authorized to transact business in this State because its real name is unavailable; and  (4) Any trade name, trademark, or service mark registered in this State.  (c) A corporation may apply to the department director for authorization to use a name that, based upon the department director's records, is substantially identical to one or more of the names described in subsection (b). 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 in writing to the use and registration of the name, and one or more words are added by the applicant to make the name distinguishable from the name on record; or  (2) The applicant delivers to the department director a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.  (d) A corporation may use 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 proposed user 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.  (e) This chapter does not control the use of fictitious names. [L 2000, c 244, pt of §1; am L 2001, c 129, §13; am L 2012, c 58, §1]
HI Rev Stat § 414-52 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-52 Reserved name.

  §414-52 Reserved name. (a) A person may reserve the exclusive use of a domestic or foreign corporate name including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department director for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the department director finds that the corporate name applied for is available, the department director shall reserve the name for the applicant's exclusive use for a one hundred twenty-day period.   (b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the department director a signed notice of the transfer that states the name and address of the transferee. [L 2000, c 244, pt of §1; am L 2001, c 129, §14]
HI Rev Stat § 414-53 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-53 Administrative order of abatement for infringement of corporate name.

  §414-53 Administrative order of abatement for infringement of corporate name. (a) Any domestic corporation in good standing or foreign corporation authorized to do business in this State claiming that the name of any entity registered or authorized to transact business under the laws of this State is substantially identical to, or confusingly similar to, its name may file a petition with the department 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 in the manner prescribed by chapter 91 and the registrant shall be given an opportunity to respond to the petition at the 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 department 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 department director; and  (C) Require the entity to conduct business in this State under its new name. If the entity fails to comply with the order of abatement within sixty days, the department 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 department 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 this chapter or chapter 414D, 415A, 425, 425E, or 428, as applicable.  (c) Any person aggrieved by the department 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 department 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 2000, c 244, pt of §1; am L 2001, c 129, §15; am L 2002, c 40, §40; am L 2003, c 210, §5]
HI Rev Stat § 414-61 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-61 Registered agent.

  §414-61 Registered agent. Each corporation 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 or conduct affairs in this State; or  (3) A foreign entity authorized to transact business or conduct affairs in this State. [L 2000, c 244, pt of §1; am L 2001, c 129, §16; am L 2002, c 130, §11; am L 2009, c 55, §5]
HI Rev Stat § 414-62 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-62 Designation or change of registered agent.

  §414-62 Designation or change of registered agent. (a) A corporation that does not already have a registered agent shall designate its registered agent by complying with section 425R-4.  (b) A corporation may change its registered agent by complying with section 425R-7.  (c) If the 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 2001, c 129, §17; am L 2002, c 130, §12; am L 2009, c 55, §6]
HI Rev Stat § 414-63 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-63 Resignation of registered agent.

  §414-63 Resignation of registered agent. A registered agent 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, §18; am L 2009, c 55, §7]
HI Rev Stat § 414-64 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|414. Hawaii Business Corporation Act|414-64 Service on corporation.

  §414-64 Service on corporation. (a) Service of any notice or process authorized by law issued against any corporation, whether domestic or foreign, 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 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 corporation or any person who is found in charge of the property, business, or office of the corporation within the jurisdiction.  (b) If no officer, director, manager, superintendent, or other person in charge of the property, business, or office of the corporation can be found within the State, and the 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, or the person named is not found within the State, service may be made upon the corporation by registered or certified mail, return receipt requested, addressed to the corporation at its principal office.  (c) Service using registered or certified mail is perfected at the earliest of:  (1) The date the corporation receives the mail;  (2) The date shown on the return receipt, if signed on behalf of the 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 in this section shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner permitted by law. [L 2000, c 244, pt of §1; am L 2001, c 129, §19; am L 2006, c 184, §3] Case Notes  Where plaintiff improperly served defendant's counsel via mail and not in person pursuant to subsection (a) and the Hawaii rules of civil procedure rule 4(c) and (d), and also served defendant's temporary receptionist who was not a registered agent, officer, or director of defendant authorized to receive service of process, circuit court properly set aside court clerk's entry of default. 126 H. 190 (App.), 268 P.3d 443 (2011).  Where plaintiff improperly served the complaint on plaintiff's wife, who was not an officer or director of defendant corporation and was not an agent authorized to receive service of process, service of the complaint and summons was not properly made upon defendant as required by this section or the Hawaii rules of civil procedure rule 4; the default judgment was thus void for lack of jurisdiction over defendant corporation and the circuit court properly set aside the default judgment. 126 H. 190 (App.), 268 P.3d 443 (2011).