reglab/housing_qa huggingface dataset:
HI Rev Stat § 415A-22 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-22 Annual report.

  §415A-22 Annual report. (a) The annual report of each professional corporation shall be delivered to the director for filing and shall set forth:  (1) The name of the corporation;  (2) The profession or professions that it is or are actually engaged in;  (3) The mailing address of its principal office, the street address of its registered office in this State, and the name of its registered agent at its registered office in the State;  (4) The names and addresses of the directors and officers of the corporation;  (5) A statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes, if any;  (6) A statement of the aggregate number of shares issued by the corporation, itemized by classes, if any; and  (7) A statement that all of the shareholders, not less than one-half of the directors, and all of the officers other than the secretary and treasurer of the corporation are qualified persons with respect to the corporation.  (b) The annual report shall be filed within the time periods prescribed in subsections (c) and (d).  (c) Notwithstanding any of the provisions of this chapter to the contrary, annual reports reflecting the period from January 1, 2002, through December 31, 2002, that would otherwise be required may be voluntarily filed with the department director if the annual report complies with the requirements of this section.  (d) Effective January 1, 2003, for professional corporations whose date of incorporation in this State falls between:  (1) January 1 and March 31, an annual report shall be filed on or before March 31 of each year and shall reflect the state of the corporation's affairs as of January 1 of the year when filed;  (2) April 1 and June 30, an annual report shall be filed on or before June 30 of each year and shall reflect the state of the corporation's affairs as of April 1 of the year when filed;  (3) July 1 and September 30, an annual report shall be filed on or before September 30 of each year and shall reflect the state of the corporation's affairs as of July 1 of the year when filed; and  (4) October 1 and December 31, an annual report shall be filed on or before December 31 of each year and shall reflect the state of the corporation's affairs as of October 1 of the year when filed; provided that if a professional corporation is incorporated in the same year in which the annual report is due, the professional corporation shall not be required to file an annual report for that year. Thereafter, the professional corporation shall comply with the requirements of this section. [L 1985, c 259, pt of §1; am L 1987, c 135, §126; am L 2000, c 219, §28; am L 2002, c 130, §78; am L 2003, c 124, §42]
HI Rev Stat § 415A-23 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-23 REPEALED.

 §415A-23 REPEALED. L 1987, c 135, §127.
HI Rev Stat § 415A-24 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-24 Interrogatories by director.

 §415A-24 Interrogatories by director. The director may direct to any professional corporation organized to practice a profession within the jurisdiction of the director and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable the director to ascertain whether the corporation has complied with all of the provisions of this chapter applicable to the corporation. The interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the director, and the answers thereto shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by the individual, and if directed to a professional corporation, they shall be answered by the president, vice president, secretary, or assistant secretary thereof. The director shall certify to the attorney general, for any action the attorney general may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of this chapter.   Interrogatories directed to an individual or a professional corporation by the director and the answers thereto shall not be open to public inspection nor shall the director disclose any facts or information obtained therefrom except insofar as the director's official duty may require the same to be made public or in the event such interrogatories or the answers thereto are required for evidence in any criminal proceeding or any other action by this State. [L 1985, c 259, pt of §1; gen ch 1985; am L 1987, c 135, §128; am L 1996, c 13, §9]
HI Rev Stat § 415A-25 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-25 Penalties.

 §415A-25 Penalties. (a) Each professional corporation that fails or refuses to answer truthfully within the time prescribed by this chapter interrogatories directed to the professional corporation in accordance with this chapter by the director shall be guilty of a class C felony.   (b) Each officer or director of a professional corporation who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories directed to that officer or director in accordance with this chapter by the director, or who signs any articles, statement, report, application, or other document filed with the director which is known to that officer or director to be false in any material respect, shall be deemed to be guilty of a class C felony. [L 1985, c 259, pt of §1; am L 1987, c 135, §129]
HI Rev Stat § 415A-26 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-26 REPEALED.

 §415A-26 REPEALED. L 1987, c 135, §130.
HI Rev Stat § 415A-27 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-27 Application of business corporation act.

  §415A-27 Application of business corporation act. The provisions of chapter 414, shall apply to professional corporations, except to the extent that the provisions are inconsistent with this chapter. [L 1985, c 259, pt of §1; am L 1987, c 135, §131; am L 2002, c 40, §52]
HI Rev Stat § 415A-28 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-28 Application to existing corporations.

 §415A-28 Application to existing corporations. (a) This chapter shall apply to all existing professional corporations organized under any general act of this State which is repealed by this chapter.   (b) Any corporation organized under any act of this State which is not repealed hereby may become subject to the provisions of this chapter by delivering to the director duly executed articles of amendment stating that the corporation elects to become subject to this chapter and containing the amendment of its corporate name or purposes as may be required to comply with this chapter.   (c) This chapter shall not apply to any corporation now in existence or hereafter organized under any act of this State which is not repealed hereby unless the corporation voluntarily becomes subject to this chapter as provided in this chapter, and nothing contained in this chapter shall alter or affect any existing or future right or privilege permitting or not prohibiting performance of professional services through the use of any other form of business organization. Nothing in this chapter shall affect the validity of any action taken by any corporation, or shall impair or affect the validity of any provision of the articles of incorporation or bylaws adopted by any corporation prior to July 1, 1987. [L 1985, c 259, pt of §1; am L 1987, c 135, §132; am L 1996, c 13, §10]
HI Rev Stat § 415A-29 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-29 Reservation of power.

  §415A-29 Reservation of power. The legislature shall at all times have power to prescribe such regulations, provisions, and limitations as it may deem advisable, which regulations, provisions, and limitations shall be binding upon any and all corporations subject to this chapter, and the legislature shall have power to amend, repeal, or modify this chapter at pleasure. [L 1985, c 259, pt of §1]
HI Rev Stat § 415A-30 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-30 Effect of repeal of prior acts.

  §415A-30 Effect of repeal of prior acts. The repeal of a prior act by this chapter shall not affect the validity of any provisions of articles of incorporation and bylaws which were adopted, any right accrued or established, or any liability or penalty incurred, under the provisions of such act, prior to the repeal thereof. [L 1985, c 259, pt of §1] Cross References  Effect of repeal on accrued rights, see §1-10.
HI Rev Stat § 415A-31 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-31 Effect of invalidity of part of this chapter.

  §415A-31 Effect of invalidity of part of this chapter. If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of this chapter, such judgment or decree shall not affect, impair, invalidate, or nullify the remainder of this chapter, but the effect thereof shall be confined to the clause, sentence, paragraph, section, or part of this chapter so adjudged to be invalid or unconstitutional. [L 1985, c 259, pt of §1] Cross References  Severability, see §1-23.
HI Rev Stat § 417E-3 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|417E. Corporate Take-Overs|417E-3 Filing of solicitation materials.

 §417E-3 Filing of solicitation materials. Copies of all advertisements, circulars, letters, or other materials published by the offeror or the target company, soliciting or requesting the acceptance or rejection of the take-over offer, shall be filed with the commissioner and sent to the target company or offeror, respectively, not later than the time copies of such solicitation materials are first published or used or sent to offerees. The commissioner may prohibit the use of any solicitation materials deemed false or misleading. [L 1985, c 32, pt of §2]
HI Rev Stat § 417E-4 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|417E. Corporate Take-Overs|417E-4 Fraudulent and deceptive practices.

 §417E-4 Fraudulent and deceptive practices. It is unlawful for any offeror or target company or any controlling person of an offeror or target company or any broker-dealer acting on behalf of an offeror or target company to engage in any fraudulent, deceptive, or manipulative acts or practices in connection with a take-over offer. Fraudulent, deceptive, and manipulative acts or practices include, without limitation:   (1) The publication or use in connection with the offer of any false statement of a material fact or the omission to state a material fact necessary to make the statements made not misleading;   (2) The sale by any controlling shareholders of a target company of any of their equity securities to the offeror for a consideration greater than that to be paid other stockholders pursuant to the offer or the purchase of any of the securities of a controlling shareholder of the target company by the offeror for a consideration greater than that to be paid other shareholders, pursuant to an agreement not disclosed to the other shareholders;   (3) The refusal by a target company to permit an offeror who is a stockholder of record to examine its list of stockholders, and to make extracts therefrom, pursuant to the applicable corporation statutes, for the purpose of making a take-over offer in compliance with this chapter, or in lieu thereof, to mail any solicitation materials published by the offeror to its security holders with reasonable promptness after receipt from the offeror of such materials together with the reasonable expenses of postage and handling;   (4) The solicitation of any offeree for acceptance or rejection of a take-over offer or acquisition of any equity security pursuant to a take-over offer before the take-over offer is effective under this chapter or while the offer is suspended under this chapter. [L 1985, c 32, pt of §2]
HI Rev Stat § 417E-5 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|417E. Corporate Take-Overs|417E-5 Limitations on offerors.

 §417E-5 Limitations on offerors. (a) No offeror may make a take-over offer which is not made to stockholders in this State on substantially the same terms as the offer is made to stockholders outside this State.   (b) An offeror shall provide that any equity securities of a target company deposited or tendered pursuant to a take-over offer may be withdrawn by or on behalf of any offeree at any time within seven days from the date the offer has become effective under this chapter and after sixty days from the date the offer has become effective under this chapter, except as the commissioner may otherwise prescribe by rule or order for the protection of investors.   (c) If an offeror makes a take-over offer for less than all the outstanding equity securities of any class, and if the number of securities deposited or tendered pursuant thereto within ten days after the offer has become effective under this chapter and copies of the offer, or notice of any increase in the consideration offered, are first published or sent or given to security holders is greater than the number the offeror has offered to accept and pay for, the securities shall be accepted pro rata, disregarding fractions, according to the number of securities deposited or tendered by each offeree.   (d) If an offeror varies the terms of a take-over offer before its expiration date by increasing the consideration offered to the security holders, the offeror shall pay the increased consideration for all equity securities accepted, whether such securities have been accepted by the offeror before or after the variation in the terms of the offer.   (e) No offeror shall make a take-over offer or acquire any equity securities in this State pursuant to the take-over offer, at any time when any proceeding by the commissioner is pending against the offeror alleging a violation of any provision of this chapter or chapter 485A.  (f) No offeror shall acquire, remove, or exercise control, directly or indirectly, over any target company assets located in this State pursuant to a take-over offer at any time when any proceeding by the commissioner is pending against the offeror alleging a violation of any provision of this chapter.   (g) No offeror shall acquire from any resident of this State in any manner any equity securities of any class of a target company at any time within two years following the last purchase of securities pursuant to a take-over offer with respect to that class, including, but not limited to, acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, recapitalization, reorganization, or any other similar transaction, unless the holders of the equity securities are afforded, at the time of the acquisition, a reasonable opportunity to dispose of the securities to the offeror upon substantially equivalent terms as those provided in the earlier take-over offer. [L 1985, c 32, pt of §2; am L 2006, c 229, §10]
HI Rev Stat § 417E-6 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|417E. Corporate Take-Overs|417E-6 Administration, rules and orders.

 §417E-6 Administration, rules and orders. (a) [Effective July 1, 2008, "chapter 485" changed to "chapter 485A". L 2006, c 229, §11.] In administering this chapter, the commissioner may exercise all powers granted to the commissioner under chapter 485, which are not inconsistent with this chapter.   (b) The commissioner may make and adopt such rules and forms as are necessary to carry out the purposes of this chapter including, without limitation, rules defining terms used in this chapter.   (c) The commissioner, by rule or order, may exempt from any provisions of this chapter any proposed take-over offer or any category or type of take-over offer which the commissioner determines does not have the purpose or effect of changing or influencing the control of a target company or where the commissioner determines that compliance with this chapter is not necessary for the protection of the offerees, and the commissioner may similarly exempt any persons from the requirement of filing statements under this chapter. [L 1985, c 32, pt of §2] Cross References  Rulemaking, see chapter 91.
HI Rev Stat § 417E-7 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|417E. Corporate Take-Overs|417E-7 Fees and expenses.

 §417E-7 Fees and expenses. The commissioner shall impose a filing fee of $250 for a registration statement filed by an offeror. [L 1985, c 32, pt of §2]
HI Rev Stat § 417E-8 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|417E. Corporate Take-Overs|417E-8 Injunctions.

 §417E-8 Injunctions. Whenever it appears to the commissioner that any person, including a controlling person of an offeror or target company, has engaged or is about to engage in any act or practice constituting a violation of this chapter or any rule or order hereunder, the commissioner is authorized to:   (1) Issue and cause to be served upon any person violating any of the provisions of this chapter an order requiring the person guilty thereof to cease and desist therefrom; and   (2) Bring an action in the appropriate circuit court to enjoin the acts or practices and to enforce compliance with this chapter or any rule or order hereunder, or refer the matter to the attorney general.   Upon a proper showing, the court may grant a permanent or temporary injunction or restraining order and may order rescission of any sales or purchases of securities determined to be unlawful under this chapter or any rule or order hereunder. The court may not require the commissioner to post a bond. [L 1985, c 32, pt of §2]
HI Rev Stat § 417E-9 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|417E. Corporate Take-Overs|417E-9 Penalties.

 §417E-9 Penalties. (a) Any person, including a controlling person of an offeror or target company, who violates any provision of this chapter or any rule thereunder, or any order of the commissioner of which this person has notice, shall be subject to a fine of not more than $25,000 or imprisonment for not more than five years, or both. Each of the acts specified shall constitute a separate offense and a prosecution or conviction for any one of such offenses shall not bar prosecution or conviction for any other offense. No indictment or information may be returned under this chapter more than six years after the alleged violation.   (b) The commissioner may refer such evidence as is available concerning violations of this chapter or of any rule or order hereunder to the attorney general who, with or without any reference, may institute the appropriate criminal proceedings under this chapter.   (c) Nothing in this chapter limits the power of the State to punish any person for any conduct which constitutes a crime under any other statute.   (d) All shares acquired from a Hawaii resident in violation of any provision of this chapter or any rule hereunder, or any order of the commissioner of which the person has notice, shall be denied voting rights for one year after acquisition, the shares shall be nontransferable on the books of the target company for one year after acquisition and the target company, during this one-year period, shall have the option to call the shares for redemption either at the price at which the shares were acquired or at book value per share as of the last day of the fiscal quarter ended prior to the date of the call for redemption. Such a redemption shall occur on the date set in the call notice but not later than sixty days after the call notice is given. [L 1985, c 32, pt of §2]
HI Rev Stat § 417E-10 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|417E. Corporate Take-Overs|417E-10 Civil liabilities.

 §417E-10 Civil liabilities. (a) Any offeror who purchases a security in connection with a take-over offer in violation of this chapter shall be liable to the person selling the security to the offeror who may sue either at law or in equity. In an action for rescission, the seller shall be entitled to recover the security, plus any income received by the purchaser thereon, upon tender of the consideration received. Tender requires only notice of willingness to pay the amount specified in exchange for the security. Any notice may be given by service as in civil actions or by certified mail to the last known address of the person liable. Damages are the excess of either the value of the security on the date of purchase or its present value, whichever is greater, over the present value of the consideration received for the security.   (b) Every person who directly or indirectly controls a person liable under this section, every partner, principal executive officer, or director of such person, every person occupying a similar status or performing similar functions, every employee of such person who materially aids in the act or transaction constituting violation, and every broker-dealer or agent who materially aids in the act or transaction constituting violation, is also liable jointly or severally with and to the same extent as such person, unless the person who would otherwise be so liable proves that the person did not know and in the exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist. There is contribution as in cases of contract among the several persons so liable.   (c) No action may be maintained under this section unless commenced before the expiration of three years after the act or transaction constituting the violation or the expiration of one year after the discovery of the facts constituting the violation, whichever first expires.   (d) The rights and remedies under this chapter are in addition to any other rights or remedies that may exist at law or in equity. [L 1985, c 32, pt of §2]
HI Rev Stat § 417E-11 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|417E. Corporate Take-Overs|417E-11 Application of securities law.

  §417E-11 Application of securities law. All of the provisions of chapter 485A that are not in conflict with this chapter shall apply to any take-over offer involving a target company in this State. [L 1985, c 32, pt of §2; am L 2006, c 229, §12]
HI Rev Stat § 419-1 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|419. Corporations Sole for Ecclesiastical Purposes|419-1 Formation of corporation sole for ecclesiastical purposes.

 §419-1 Formation of corporation sole for ecclesiastical purposes. A nonprofit corporation sole may be formed hereunder by the bishop, chief priest, presiding elder, or other presiding officer of any church, for the purposes of administering and managing the affairs, property, and temporalities of the church, in the district within which the bishop, chief priest, presiding elder, or other presiding officer has ecclesiastical jurisdiction. [L Sp 1941, c 58, pt of §1(6765); RL 1945, §8401; RL 1955, §175-1; HRS §419-1] Case Notes  To be a corporation sole, it must be created under statute. 16 H. 345.