reglab/housing_qa huggingface dataset:
HI Rev Stat § 428-805 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-805 Articles of termination.

  §428-805 Articles of termination. (a) At any time after dissolution and winding up, and when all debts, liabilities, and obligations of the limited liability company have been paid and discharged, or adequate provision has been made therefor, and all remaining property and assets of the limited liability company, if any, have been distributed to its members, a limited liability company may terminate its existence by delivering for filing with the director articles of termination stating:  (1) The name of the company;  (2) The dates the notice of intent to terminate was published pursuant to section 428-808 and the name of the newspaper publishing the notice, or a statement that publication was not made;  (3) That all debts, obligations, and liabilities of the limited liability company have been paid and discharged or that adequate provision has been made therefor;  (4) That all of the remaining property and assets of the limited liability company, if any, have been distributed among its members in accordance with their respective rights and interests;  (5) That there are no suits pending against the limited liability company in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit; and  (6) That the company's business has been wound up and the legal existence of the company has been terminated.  (b) The existence of a limited liability company is terminated upon the filing of the articles of termination or upon a later effective date which shall be not later than thirty days after the date of filing of the articles of termination, if specified in the articles of termination. [L 1996, c 92, pt of §1; am L 2000, c 219, §74]
HI Rev Stat § 428-806 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-806 Distribution of assets in winding up the limited liability company's business.

  §428-806 Distribution of assets in winding up the limited liability company's business. (a) In winding up a limited liability company's business, the assets of the company shall be used to discharge its obligations to creditors, including members who are creditors. Any surplus shall be used to pay in money the net amount distributable to members in accordance with their rights to distribution under subsection (b).  (b) Each member is entitled to a distribution upon the winding up of the limited liability company's business consisting of a return of all contributions which have not previously been returned and a distribution of any remainder in equal shares. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-807 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-807 Known claims against dissolved limited liability company.

  §428-807 Known claims against dissolved limited liability company. (a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.  (b) A dissolved limited liability company shall notify its known claimants in writing of the intent to terminate. The notice shall:  (1) Specify the information required to be included in a claim;  (2) Provide a mailing address where the claim is to be sent;  (3) State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the written notice is received by the claimant; and  (4) State that the claim will be barred if not received by the deadline.  (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met, and:  (1) The claim is not received by the specified deadline; or  (2) In the case of a claim that is timely received but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within ninety days after the receipt of the notice of the rejection.  (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. [L 1996, c 92, pt of §1; am L 2000, c 219, §75]
HI Rev Stat § 428-808 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-808 Notice; other claims against dissolved limited liability company.

  §428-808 Notice; other claims against dissolved limited liability company. (a) A dissolved limited liability company that intends to terminate may publish notice of its intent to terminate and request persons having claims against the company to present them in accordance with the notice.  (b) The notice shall:  (1) Be published at least once in each of four successive weeks (four publications) in a daily or weekly publication of statewide circulation or in separate daily or weekly publications whose combined circulation is statewide;  (2) Describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and  (3) State that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within two years after the later of the last publication date of the notice or the date of filing of the articles of termination.  (c) If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within two years after the later of the last publication date of the notice or the date of filing of the articles of termination:  (1) A claimant who did not receive written notice under section 428-807;  (2) A claimant whose claim was timely sent to the dissolved company but not acted on; and  (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.  (d) A claim not barred under this section may be enforced:  (1) Against the dissolved limited liability company, to the extent of its undistributed assets; or  (2) If the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less; provided that a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member. [L 1996, c 92, pt of §1; am L 2000, c 219, §76; am L 2001, c 129, §96]
HI Rev Stat § 428-809 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-809 Grounds for administrative termination.

  §428-809 Grounds for administrative termination. The director may commence a proceeding to terminate a limited liability company administratively if the company fails to:  (1) Pay any fees prescribed by law;  (2) File its annual report for a period of two years pursuant to section 428-210;  (3) Appoint and maintain an agent for service of process as required by this part; or  (4) File a statement of a change in the name or business address of the agent as required by this part. [L 1996, c 92, pt of §1; am L 2001, c 129, §97]
HI Rev Stat § 428-810 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-810 Procedure for and effect of administrative termination.

  §428-810 Procedure for and effect of administrative termination. (a) If the director determines that one or more grounds exist to administratively terminate a limited liability company, the director may declare the company terminated. Before the director declares a limited liability company terminated, the director shall mail a notice of the grounds for termination to the company and may give public notice of the intention to terminate the limited liability company.  (b) If the limited liability company does not correct each ground for termination or demonstrate to the reasonable satisfaction of the director that each ground determined by the director does not exist within sixty days after mailing of the notice of intention to terminate the limited liability company, the director shall administratively terminate the company by signing a decree of termination that recites the ground or grounds for termination and its effective date. The decree shall be filed in the director's office.  (c) A limited liability company administratively terminated continues its existence temporarily but may carry on only business necessary to wind up and liquidate its business and affairs under section 428-802 and to notify claimants under section 428-807. The company ceases existence upon the completion of these matters.  (d) The administrative termination of a limited liability company does not terminate the authority of its agent for service of process.  (e) Any manager, member, or creditor of an administratively terminated limited liability company may petition the circuit court to appoint a trustee to settle its affairs. If a trustee is appointed, the trustee shall pay to the State out of any funds that may come into the trustee's possession as trustee, a sum equal to any penalties imposed pursuant to section 428-1302. Up until the time a trustee is appointed by the circuit court, or indefinitely if a trustee is not appointed by the circuit court, the last managers of the limited liability company if the company was manager-managed, or if not manager-managed the last members of the limited liability company, shall be and act as trustees for the creditors and members of the limited liability company with full powers to settle its affairs. [L 1996, c 92, pt of §1; am L 2000, c 219, §77; am L 2008, c 54, §9]
HI Rev Stat § 428-811 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-811 Reinstatement following administrative termination.

  §428-811 Reinstatement following administrative termination. (a) A limited liability company administratively terminated under section 428-810 may apply to the director for reinstatement within two years after the effective date of termination. The application shall:  (1) Recite the name of the limited liability company and the effective date of its administrative termination;  (2) Contain all reports due and unfiled;  (3) Contain the payment of all delinquent fees and penalties; and  (4) Contain a certificate or other writing from the director of taxation reciting that all taxes owed by the company have been paid, a payment arrangement has been entered into, or the unpaid tax liabilities are being contested in an administrative or judicial appeal with the department of taxation.  (b) Within the applicable reinstatement period, should the name of the limited liability company or a name substantially identical thereto be registered or reserved by another corporation, partnership, limited partnership, limited liability company, or limited liability partnership, or should the name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then reinstatement shall be allowed only upon the registration of a new name by the administratively terminated company pursuant to the amendment provisions of this chapter.  (c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative termination and the limited liability company resumes carrying on its business as if the administrative termination had never occurred. [L 1996, c 92, pt of §1; am L 1999, c 164, §10; am L 2006, c 184, §34 and c 235, §21; am L 2012, c 58, §21]
HI Rev Stat § 428-812 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-812 Appeal from denial of reinstatement.

  §428-812 Appeal from denial of reinstatement. (a) If the director denies a limited liability company's application for reinstatement following administrative dissolution, the director shall notify the company of the reason or reasons for denial.  (b) The company may appeal the denial of reinstatement to the circuit court within thirty days after the mailing of notification of the denial. The company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the director's decree of termination, the company's application for reinstatement, and the director's notice of denial.  (c) The court may summarily order the director to reinstate the dissolved company or may take other action the court considers appropriate.  (d) The court's final decision may be appealed as in other civil proceedings. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-901 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-901 Definitions.

  §428-901 Definitions. In this part:  "Association" means an association organized under chapter 421 or 421C.  "Corporation" means a corporation under the Hawaii Business Corporation Act, chapter 414, a predecessor law, or comparable law of another jurisdiction.  "General partner" means a partner in a partnership and a general partner in a limited partnership.  "Limited partner" means a limited partner in a limited partnership.  "Limited partnership" means a limited partnership created under the Uniform Limited Partnership Act, chapter 425E, a predecessor law, or comparable law of another jurisdiction.  "Merger" means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic or foreign entities resulting in either one surviving entity or one new entity.  "Organizing articles" means:  (1) For an association, corporation, or nonprofit corporation, the articles of incorporation;  (2) For a general partnership or limited liability partnership, the registration statement;  (3) For a limited partnership, the certificate of limited partnership; and  (4) For a limited liability company, the articles of organization.  "Other business entity" means a corporation, general partnership, limited partnership, limited liability partnership, or association.  "Other entity" includes a foreign or domestic corporation, whether organized for profit or not, a domestic or foreign partnership, limited partnership, limited liability partnership, or a domestic professional corporation.  "Partner" includes a general partner and a limited partner.  "Partnership" or "general partnership" means a general partnership created under chapter 425, a predecessor law, or comparable law of another jurisdiction.  "Partnership agreement" means an agreement among the partners concerning the partnership or limited partnership.  "Shareholder" means a shareholder in a corporation. [L 1996, c 92, pt of §1; am L 1999, c 280, §12; am L 2002, c 40, §66 and c 41, §22; am L 2003, c 124, §74 and c 210, §10; am L 2004, c 121, §45] Cross References  Limited liability partnerships, see § §425-151 to 173.
HI Rev Stat § 428-901.5 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-901.5 Foreign mergers.

  §428-901.5 Foreign mergers. (a) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and the foreign entity shall be the surviving entity, it shall, within sixty days after the merger becomes effective, file with the director a certificate evidencing the merger, duly authenticated by the proper officer of the state or country under the laws of which the statutory merger was effectuated. The certificate evidencing the merger shall be evidence of a change of name if the name of the surviving entity is changed thereby. If the certificate is in a foreign language a translation attested to under oath of the translator shall accompany the certificate.  (b) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and that entity shall not be the surviving entity, the surviving entity shall, within sixty days after the merger becomes effective, file with the director a certificate evidencing the merger in the form prescribed by subsection (a). [L 2002, c 41, §5; am L 2003, c 124, §75; am L 2004, c 121, §46]
HI Rev Stat § 428-902 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-902 REPEALED.

  §428-902 REPEALED. L 1999, c 280, §24.
HI Rev Stat § 428-902.6 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-902.6 Articles of conversion.

 §428-902.6 Articles of conversion. (a) If a plan of conversion has been approved in accordance with section 428-902.5 and has not been abandoned, articles of conversion shall be executed by an officer or other duly authorized representative of the converting entity and shall set forth:  (1) A statement certifying the following:  (A) The name, type of entity, and state or country of incorporation, formation, or organization of the converting and converted entities;  (B) That a plan of conversion has been approved;  (C) That an executed plan of conversion is on file at the principal place of business of the converting entity and stating the address thereof; and  (D) That a copy of the plan of conversion shall be furnished by the converting entity prior to the conversion or by the converted entity after the conversion on written request and without cost, to any member, shareholder, partner, or owner of the converting entity or the converted entity;  (2) If the converting entity is a domestic limited liability company, the total number of authorized votes, and the number voted for and against the plan; and  (3) If the converting entity is a foreign limited liability company or other entity, a statement that the approval of the plan of conversion was duly authorized and complied with the laws under which it was incorporated, formed, or organized.  (b) The articles of conversion shall be delivered to the director. The converted entity, if a domestic corporation, domestic professional corporation, domestic nonprofit corporation, general partnership, limited partnership, or domestic limited liability company shall attach a copy of its respective registration documents with the articles of conversion.  (c) If the director finds that the articles of conversion satisfy the requirements provided by law, and that all required documents are filed, the director, after all fees have been paid shall:  (1) Stamp the articles of conversion and include the date of the filing;  (2) File the document in the director's office; and  (3) Issue a certificate of conversion to the converted entity or its authorized representatives. [L 1999, c 280, pt of §6; am L 2001, c 129, §99; am L 2009, c 23, §13]
HI Rev Stat § 428-906 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-906 Effect of merger.

 §428-906 Effect of merger. (a) When a merger takes effect:  (1) The separate existence of each entity that is a party to the merger, other than the surviving entity, terminates;  (2) All property owned by each of the entities that are parties to the merger vests in the surviving entity;  (3) All debts, liabilities, and other obligations of each entity that is a party to the merger become the obligations of the surviving entity;  (4) An action or proceeding pending by or against an entity that is party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and  (5) Except as prohibited by other law, all rights, privileges, immunities, powers, and purposes of every entity that is a party to a merger become vested in the surviving entity.  (b) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be served, service of process may be made upon the surviving entity by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:  (1) The date the surviving entity receives the process, notice, or demand;  (2) The date shown on the return receipt, if signed on behalf of the surviving entity; or  (3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed.  (c) A member of a surviving limited liability company shall be liable for all obligations of a party to the merger for which the member was personally liable prior to the merger.  (d) Unless otherwise agreed, a merger of a limited liability company that is not the surviving entity in the merger shall not require the limited liability company to wind up its business under this chapter or pay its liabilities and distribute its assets pursuant to this chapter. [L 1996, c 92, pt of §1; am L 2002, c 41, §25; am L 2009, c 55, §57]
HI Rev Stat § 428-907 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-907 REPEALED.

  §428-907 REPEALED. L 2004, c 121, §60.
HI Rev Stat § 428-908 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-908 REPEALED.

  §428-908 REPEALED. L 2000, c 219, §84.
HI Rev Stat § 428-1001 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1001 Law governing foreign limited liability companies.

  §428-1001 Law governing foreign limited liability companies. (a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability of its managers, members, and their transferees.  (b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of another jurisdiction under which the foreign limited liability company is organized and the laws of this State.  (c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State. [L 1996, c 92, pt of §1]