reglab/housing_qa huggingface dataset:
HI Rev Stat § 425E-110 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-110 Effect of partnership agreement; nonwaivable provisions.

 §425E-110 Effect of partnership agreement; nonwaivable provisions. (a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners, and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners, and between the partners and the partnership.  (b) A partnership agreement may not:  (1) Vary a limited partnership's power under section 425E-105 to sue, be sued, and defend in its own name;  (2) Vary the law applicable to a limited partnership under section 425E-106;  (3) Vary the requirements of section 425E-204;  (4) Vary the information required under section 425E-111 or unreasonably restrict the right to information under section 425E-304 or 425E-407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;  (5) Eliminate the duty of loyalty under section 425E-408, but the partnership agreement may:  (A) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and  (B) Specify the number or percentage of partners that may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;  (6) Unreasonably reduce the duty of care under section 425E-408(c);  (7) Eliminate the obligation of good faith and fair dealing under sections 425E-305(b) and 425E-408(d), but the partnership agreement may prescribe the standards by which the performance of the obligation shall be measured, if the standards are not manifestly unreasonable;  (8) Vary the power of a person to dissociate as a general partner under section 425E-604(a) except to require that the notice under section 425E-603(1) be in a record;  (9) Vary the power of a court to decree dissolution in the circumstances specified in section 425E-802;  (10) Vary the requirement to wind up the partnership's business as specified in section 425E-803;  (11) Unreasonably restrict the right to maintain an action under article 10;  (12) Restrict the right of a partner under section 425E-1110(a) to approve a conversion or merger or the right of a general partner under section 425E-1110(b) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; or  (13) Restrict rights under this chapter of a person other than a partner or a transferee. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-111 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-111 Required information.

 §425E-111 Required information. A limited partnership shall maintain at its registered office the following information:  (1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;  (2) A copy of the certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been executed;  (3) A copy of any filed articles of conversion or merger;  (4) A copy of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;  (5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;  (6) A copy of any financial statement of the limited partnership for the three most recent years;  (7) A copy of the three most recent annual statements delivered by the limited partnership to the director pursuant to section 425E-210;  (8) A copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and  (9) Unless contained in a partnership agreement made in a record, a record stating:  (A) The amount of cash, and a description and statement of the agreed value of any other property or services, contributed or agreed to be contributed by each partner;  (B) The time or events that trigger any additional contributions agreed to be made by each partner are to be made;  (C) Unless contained in a written partnership agreement, a writing setting out any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution;  (D) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and  (E) Any events upon the happening of which the limited partnership is to be dissolved and its activities wound up. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-112 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-112 Business transactions between a partner and the partnership.

 §425E-112 Business transactions between a partner and the partnership. A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person who is not a partner. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-113 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-113 Dual capacity.

 §425E-113 Dual capacity. A person may be both a general partner and a limited partner. A person that is both a general and limited partner shall have the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person shall be subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person shall be subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-114 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-114 Registered agent.

 §425E-114 Registered agent. Each domestic limited partnership or foreign limited partnership 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 2003, c 210, pt of §1; am L 2009, c 55, §40]
HI Rev Stat § 425E-115 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-115 Designation or change of registered agent.

 §425E-115 Designation or change of registered agent. (a) A domestic limited partnership or foreign limited partnership that does not already have a registered agent shall designate its registered agent by complying with the requirements of section 425R-4.  (b) A domestic or foreign limited partnership may change its registered agent by complying with the requirements of 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 2003, c 210, pt of §1; am L 2009, c 55, §41]
HI Rev Stat § 425E-116 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-116 Resignation of registered agent.

 §425E-116 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 2003, c 210, pt of §1; am L 2009, c 55, §42]
HI Rev Stat § 425E-117 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-117 Service on the partnership.

 §425E-117 Service on the partnership. (a) Service of any notice or process authorized by law issued against any limited partnership, 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 or general partner of the limited partnership who is found within the jurisdiction of the court, officer, or board; or if a registered agent or general partner cannot be found, upon any person who is found in charge of the property, business, or office of the limited partnership within the jurisdiction of the court, officer, or board.  (b) If no general partner or other person in charge of the property, business, or office of the limited partnership can be found within this State, and in case the limited partnership has not filed with the director pursuant to this chapter the name of a registered agent upon whom legal notice and process from the courts of this State may be served, or the person named is not found within this State, service may be made upon the limited partnership by registered or certified mail, return receipt requested, addressed to the limited partnership at its principal office. Service by registered or certified mail shall be perfected at the earliest of:  (1) The date the limited partnership receives the mail;  (2) The date shown on the return receipt, if signed on behalf of the limited partnership; or  (3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.  (c) 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 limited partnership in any other manner permitted by law. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-118 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-118 Consent and proxies of partners.

 §425E-118 Consent and proxies of partners. Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney in fact. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-201 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-201 Certificate of limited partnership.

 §425E-201 Certificate of limited partnership. (a) To form a limited partnership, a certificate of limited partnership shall be executed and delivered to the office of the director for filing. The certificate shall set forth:  (1) The name of the limited partnership;  (2) The mailing address of the limited partnership's initial principal office and the information required by section 425R-4(a);  (3) The name and the address of each general partner;  (4) Whether the limited partnership is a limited liability limited partnership;  (5) Any additional information required by article 11; and  (6) Any other matter the general partners determine to include therein.  (b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in section 425E-110(b) in a manner inconsistent with that section.  (c) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the director if there has been substantial compliance with the requirements of this section.  (d) Subject to subsection (b), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:  (1) The partnership agreement prevails as to partners and transferees; and  (2) The filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment. [L 2003, c 210, pt of §1; am L 2006, c 184, §21; am L 2009, c 55, §43]
HI Rev Stat § 425E-202 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-202 Amendment or restatement of certificate.

 §425E-202 Amendment or restatement of certificate. (a) In order to amend its certificate of limited partnership, a limited partnership shall deliver to the director for filing an amendment or, pursuant to article 11, articles of merger stating:  (1) The name of the limited partnership;  (2) The date of filing of its initial certificate; and  (3) The changes the amendment makes to the certificate as most recently amended or restated.  (b) A limited partnership shall within thirty days deliver to the director for filing an amendment to a certificate of limited partnership to reflect:  (1) The admission of a new general partner;  (2) The dissociation of a person as a general partner; or  (3) The appointment of a person to wind up the limited partnership's activities under section 425E-803(c) or (d).  (c) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:  (1) Cause the certificate to be amended; or  (2) If appropriate, deliver to the director for filing a statement of change pursuant to section 425E-115 or a certificate of correction pursuant to section 425E-207.  (d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.  (e) A restated certificate of limited partnership may be delivered to the director for filing in the same manner as an amended certificate.  (f) Subject to section 425E-206(c), an amendment or restated certificate shall be effective when filed with the director. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-203 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-203 Statement of termination.

 §425E-203 Statement of termination. (a) A dissolved limited partnership that has completed winding up may deliver to the director for filing a statement of termination that states:  (1) The name of the limited partnership;  (2) The date of filing of its initial certificate of limited partnership; and  (3) The effective date, which shall be a date and time certain, of cancellation, if it is not to be effective upon the filing of the certificate.  (b) A limited partnership shall be terminated upon the effective date of its statement of termination. The statement of termination may specify a delayed effective time and date, and if 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 shall not be later than the thirtieth day after the date it is filed.  (c) If a partnership has terminated by the expiration of its term of existence, the partners may, at any time within two years of such termination, by taking action consistent with the partnership agreement and by amending the partnership's certificate of limited partnership, extend the term of partnership. Such extension shall be effective from the original filing of the certificate.  (d) Within the applicable two-year period, should the name of the limited partnership, or a name substantially identical, be registered or reserved by another entity or should such name or a name substantially identical be registered as a trade name, trademark, or service mark, then extension of its term of existence shall be allowed only upon the registration of a new name by the limited partnership pursuant to the amendment provisions of this chapter. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-205 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-205 Signing and filing pursuant to judicial order.

 §425E-205 Signing and filing pursuant to judicial order. (a) If a person required by this chapter to sign a record or deliver a record to the director for filing does not do so, any other person that is aggrieved may petition the circuit court to order:  (1) The person to sign the record and deliver the record to the director for filing; or  (2) The director to file the record unsigned.  (b) If the person aggrieved under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in the same action in combination or in the alternative.  (c) A record filed unsigned pursuant to this section shall be effective without being signed. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-206 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-206 Filing in the office of the director; effective time and date.

 §425E-206 Filing in the office of the director; effective time and date. (a) A certified and executed certificate of limited partnership, any certificate of amendment or cancellation, or of any judicial decree of amendment or cancellation, an application for registration as a foreign limited partnership, or any certificate relating thereto, shall be delivered to the director for filing. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of that person's authority as a prerequisite to filing. Unless the director finds that any certificate does not conform to law, upon receipt of all filing fees required by law, the director shall:  (1) Stamp the document with the word "Filed" and the date of delivery thereof; and  (2) File the document in the director's office.  (b) Upon the filing of a certificate of amendment or judicial decree of amendment in the office of the director, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation or a judicial decree thereof, the certificate of limited partnership shall be canceled.  (c) Except as otherwise provided in subsection (d) and section 425E-207, a document accepted for filing shall be effective at the time of filing on the date it is filed, as evidenced by the director's date and time endorsement on the original document.  (d) Articles of conversion and articles of merger may specify a delayed effective time and date, and if 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 shall not be later than the thirtieth day after the date it is filed. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-206.5 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-206.5 Filing requirements; filing duty of the director.

 §425E-206.5 Filing requirements; filing duty of the director. (a) To be entitled to filing by the director a document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements.  (b) The document shall contain the information required by this chapter. It may contain other information as well.  (c) If the director has prescribed a mandatory form for the document, the document shall be in or on the prescribed form.  (d) The director's duty to file documents under this chapter is ministerial. The filing or refusal to file a document shall not:  (1) Affect the validity or invalidity of the document in whole or part;  (2) Relate to the correctness or incorrectness of information contained in the document; or  (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-207 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-207 Correcting a filed document.

 §425E-207 Correcting a filed document. (a) A domestic or foreign limited partnership may correct a document filed by the director if the document:  (1) Contains an incorrect statement; or  (2) Was defectively executed, attested, sealed, verified, or acknowledged.  (b) A document is corrected:  (1) By preparing a certificate of correction that:  (A) Describes the document, including its file date or attaches a copy of it to the certificate;  (B) Specifies the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and  (C) Corrects the incorrect statement or defective execution; and  (2) By delivering the certificate to the director for filing.  (c) A certificate of correction shall be effective as of the effective date of the document it corrects; provided that the certificate shall be effective when filed:  (1) For the purposes of section 425E-103(c) and (d); and  (2) As to persons relying on the uncorrected record and adversely affected by the correction. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-208 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-208 Liability for false information in a filed record.

 §425E-208 Liability for false information in a filed record. (a) If a record delivered to the director for filing under this chapter contains false information, any person that suffers loss by reliance on the false information may recover damages for the loss from:  (1) Any person who executes the record, or causes another to execute it on the person's behalf, and knew the information to be false or should have known the information was false at the time the record was executed; and  (2) Any general partner who has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under section 425E-202, file a petition pursuant to section 425E-205, or deliver to the director for filing a statement of change pursuant to section 425R-7 or a certificate of correction pursuant to section 425E-207.  (b) Signing a record authorized or required to be filed under this chapter constitutes an affirmation under the penalties of perjury that the facts stated in the record are true. [L 2003, c 210, pt of §1; am L 2009, c 55, §44]