reglab/housing_qa huggingface dataset:
HI Rev Stat § 415A-6 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-6 Rendering professional services.

 §415A-6 Rendering professional services. A professional corporation may render professional services in this State only through individuals permitted to render such services in this State; but nothing in this chapter shall require any person who is employed by a professional corporation to be licensed to perform services for which no license is otherwise required or prohibit the rendering of professional services by a licensed individual acting in the licensee's individual capacity. [L 1985, c 259, pt of §1; am L 1987, c 135, §113]
HI Rev Stat § 415A-7 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-7 Right of corporation to acquire its own shares.

  §415A-7 Right of corporation to acquire its own shares. A professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or surplus for such purchase; provided no purchase of or payment for its own shares shall be made at a time when the corporation is insolvent or when such purchase or payment would make it insolvent. [L 1985, c 259, pt of §1]
HI Rev Stat § 415A-8 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-8 Corporate name.

  §415A-8 Corporate name. The name of a professional corporation:  (1) May be any name permitted by law expressly applicable to the profession in which the corporation is engaged or by a rule of the licensing authority of the profession; and  (2) Shall not be the same as, or substantially identical to, the name of any domestic corporation, partnership, limited partnership, limited liability company, or limited liability partnership existing or registered under the laws of this State, or any foreign corporation, partnership, limited partnership, limited liability company, or limited liability partnership authorized to transact business in this State, or any trade name, trademark, or service mark registered in this State, or a name the exclusive right to which is, at the time, reserved in this State, except that this provision shall not apply if the applicant files with the director either of the following:  (A) The written consent from the entity or holder of a reserved or registered name to use and register the same or substantially identical name, and one or more words are added by the applicant to make the name distinguishable from the name on record; or  (B) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this State. [L 1985, c 259, pt of §1; am L 1987, c 135, §114; am L 1996, c 92, §8; am L 1999, c 249, §14; am L 2000, c 219, §25; am L 2001, c 129, §52; am L 2012, c 58, §11]
HI Rev Stat § 415A-8.5 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-8.5 Administrative order of abatement for infringement of corporate name.

 §415A-8.5 Administrative order of abatement for infringement of corporate name. (a) Any professional corporation in good standing claiming that the name of any domestic corporation, partnership, limited partnership, limited liability partnership, or limited liability company existing under the laws of this State, or any foreign corporation, partnership, limited partnership, limited liability partnership, or limited liability company authorized to transact business in this State is substantially identical to, or confusingly similar with, its name may file a petition with the 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 and the registrant shall be given an opportunity to address the petition at a 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 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 director; and  (C) Require the entity to conduct business in this State under its new name. If an entity fails to comply with the order of abatement within sixty days, the 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 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 chapter 414, 414D, 415A, 425, 425E, or 428, as applicable.  (c) Any person aggrieved by the 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 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 1999, c 250, §2; am L 2002, c 40, §45; am L 2003, c 210, §7]
HI Rev Stat § 415A-9 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-9 Issuance and transfer of shares; share certificates.

 §415A-9 Issuance and transfer of shares; share certificates. (a) A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to individuals authorized by law in this State or in any other state or territory of the United States or the District of Columbia to render a professional service permitted by the corporation's articles of incorporation.   (b) Where the licensing authority for any profession deems it necessary to prevent violations of the ethical standards of such profession, the licensing authority may by rule further restrict, condition, or abridge the authority of professional corporations to issue shares but no such rule, of itself, shall have the effect of causing a shareholder of a professional corporation at the time the rule becomes effective to become a disqualified person. All shares issued in violation of this section or any rule under this section shall be void.   (c) A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to individuals qualified under this section to hold shares issued directly to them by the professional corporation. Any transfer of shares in violation of this subsection shall be void; provided that nothing contained herein shall prohibit the transfer of shares of a professional corporation by operation of law or court decree; and provided further that a shareholder may transfer part or all of such shares to a revocable living or inter vivos trust with respect to which such shareholder:   (1) Retains the unilateral right of revocation;   (2) Is the sole beneficiary during the shareholder's lifetime; and   (3) Is either a trustee or co-trustee or otherwise retains the right to direct the trustee in all matters related to the corporation or its shares; but nothing in such trust nor in this section shall in any way diminish the liability of the shareholder with respect to the professional actions of the corporation.   (d) Every certificate representing shares of a professional corporation shall state conspicuously upon its face that the shares represented thereby are subject to restrictions on transfer imposed by this chapter and are subject to such further restrictions on transfer as may be imposed by the licensing authority from time to time pursuant to this chapter. [L 1985, c 259, pt of §1; am L 1987, c 135, §115]
HI Rev Stat § 415A-11 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-11 Responsibility for professional services.

 §415A-11 Responsibility for professional services. (a) Every individual who renders professional services as an employee of a professional corporation shall be liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent as if the individual rendered the services as a sole practitioner. An employee of a professional corporation shall not be liable for the conduct of other employees unless the employee is at fault in appointing, supervising, or cooperating with the other employees.   (b) Every corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation shall be liable to the same extent as its employees.   (c) Except as otherwise provided by statute, if any corporation is liable under subsection (b), every shareholder of that corporation shall be liable to the same extent as though the shareholder were a partner in a partnership and the services giving rise to liability had been rendered on behalf of the partnership, unless the corporation has provided security for professional responsibility as provided in this subsection and the liability is satisfied to the extent contemplated by the insurance or bond which effectuates the security.   A professional corporation may provide security for professional responsibility by procuring insurance or a surety bond issued by an insurance company, or coverage under chapter 435E, or any combination thereof, as the corporation may elect. The minimum amount of security and requirements as to the form and coverage provided by the insurance policy or surety bond may be established for each profession by the licensing authority for the profession, and the minimum amount may be set to vary with the number of shareholders, the type of practice, or other variables deemed appropriate by the licensing authority. [L 1985, c 259, pt of §1; am L 1987, c 135, §117; am L 1988, c 122, §1]
HI Rev Stat § 415A-12 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-12 Professional relationships; privileged communications.

 §415A-12 Professional relationships; privileged communications. (a) The relationship between an individual performing professional services as an employee of a professional corporation and a client or patient shall be the same as if the individual performed the services as a sole practitioner.   (b) The relationship between a professional corporation performing professional services and the client or patient shall be the same as between the client or patient and the individual performing the services.   (c) Any privilege applicable to communications between a person rendering professional services and the person receiving the services recognized under the laws of this State, whether statutory or deriving from common law, shall remain inviolate and shall extend to a professional corporation and its employees in all cases in which it shall be applicable to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services. [L 1985, c 259, pt of §1; am L 1987, c 135, §118] Cross References  Common law of the State, see §1-1.  Privileges under Hawaii Rules of Evidence, see §626-1, article V.
HI Rev Stat § 415A-13 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-13 Voting of shares.

  §415A-13 Voting of shares. No proxy for shares of a professional corporation shall be valid unless it shall be given to a qualified person. A voting trust with respect to shares of a professional corporation shall not be valid. [L 1985, c 259, pt of §1]
HI Rev Stat § 415A-14 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-14 Directors and officers.

 §415A-14 Directors and officers. Not less than one-half of the directors of a professional corporation and all of the officers, other than the secretary and the treasurer, shall be qualified persons with respect to the corporation. At least one director shall be a resident of this State. [L 1985, c 259, pt of §1; am L 1987, c 135, §119]
HI Rev Stat § 415A-14.5 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-14.5 Incorporators.

  §415A-14.5 Incorporators. One or more individuals may act as the incorporator or incorporators of a professional corporation by delivering articles of incorporation to the director for filing. [L 1987, c 135, §107]
HI Rev Stat § 415A-14.6 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-14.6 Articles of incorporation.

 §415A-14.6 Articles of incorporation. (a) The articles of incorporation shall set forth:  (1) A corporate name for the corporation that satisfies the requirements of section 415A-8;  (2) The profession or professions that the corporation shall be authorized to practice and any other purpose allowed by the licensing laws and rules of this State;  (3) The mailing address of the corporation's initial principal office and the information required by section 425R-4(a);  (4) The number of directors constituting the initial board of directors and the names and addresses of the individuals who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified;  (5) The name, title, and address of each officer; and   (6) The number of shares the corporation is authorized to issue, and if the shares are to be divided into classes, the number of shares of each class.  (b) The articles of incorporation may set forth any of the matters specified in section 414-32(b).  (c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter or chapter 414. [L 1987, c 135, §109; am L 1988, c 372, §5; am L 2000, c 219, §26; am L 2002, c 40, §46 and c 130, §75; am L 2012, c 58, §12]
HI Rev Stat § 415A-14.7 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-14.7 Filing of documents, effective date.

  §415A-14.7 Filing of documents, effective date. The filing of documents required by this chapter to be delivered to the director for filing, and the effectiveness thereof, shall be governed by sections 414-11(d), (e), (f), (g), and (i), 414-14, and 414-16. [L 1987, c 135, §110; am L 2002, c 40, §47]
HI Rev Stat § 415A-14.8 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-14.8 Organization of corporation.

 §415A-14.8 Organization of corporation. After incorporation, the initial director or directors, as the case may be, shall complete the organization of the corporation as provided in section 414-35. [L 1987, c 135, §111; am L 1988, c 373, §11; am L 2002, c 40, §48]
HI Rev Stat § 415A-15 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-15 Amendments to articles of incorporation.

 §415A-15 Amendments to articles of incorporation. A personal representative, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares of the corporation may amend the articles of incorporation by signing a written consent to the amendment. Articles of amendment so adopted shall be executed on behalf of the corporation by the personal representative, guardian, conservator, or receiver and by the surviving officer, and verified on oath by one of the persons signing the articles, and shall set forth:   (1) The name of the corporation;   (2) The amendments so adopted which shall be identified by the numerical or other designation thereof in the articles of incorporation;   (3) The date of adoption of the amendment by the personal representative, guardian, conservator, or receiver;   (4) The number of shares outstanding; and   (5) The number of shares held by the personal representative, guardian, conservator, or receiver. [L 1985, c 259, pt of §1; am L 1987, c 135, §120]
HI Rev Stat § 415A-16 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-16 Merger and share exchange.

  §415A-16 Merger and share exchange. A professional corporation involved in a merger or share exchange shall be subject to the provisions for mergers and share exchanges set forth in chapter 414. [L 1985, c 259, pt of §1; am L 2002, c 41, §17]
HI Rev Stat § 415A-16.6 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-16.6 Articles of conversion.

 §415A-16.6 Articles of conversion. (a) If a plan of conversion has been approved in accordance with section 415A-16.5 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 in accordance with section 415A-16.5;  (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 shareholder of the converting entity or the converted entity;  (2) If the converting entity is a professional corporation, the number of shares outstanding and, if the shares of any class or series are entitled to vote as a class, the designation and number of outstanding shares of each such class or series;  (3) If the converting entity is a professional corporation, the number of shares outstanding that voted for and against the plan and, if the shares of any class or series are entitled to vote as a class, the number of shares of each such class or series that voted for and against the plan; and  (4) If the converting entity is another 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 §2; am L 2001, c 129, §55; am L 2009, c 23, §7]
HI Rev Stat § 415A-16.7 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-16.7 REPEALED.

  §415A-16.7 REPEALED. L 2003, c 124, §103.
HI Rev Stat § 415A-17 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-17 Termination of professional activities.

  §415A-17 Termination of professional activities. If a professional corporation shall cease to render professional services, it shall amend its articles of incorporation to delete from its stated purposes the rendering of professional services and to conform to the requirements of chapter 414. After the amended articles of incorporation have been delivered to the director for filing, the corporation then may continue in existence as a corporation under chapter 414, and shall no longer be subject to this chapter. [L 1985, c 259, pt of §1; am L 1987, c 135, §121; am L 2002, c 40, §50]
HI Rev Stat § 415A-18.5 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|415A. Professional Corporation Act|415A-18.5 Trustees or receivers for dissolved professional corporations; appointment; powers; duties.

  §415A-18.5 Trustees or receivers for dissolved professional corporations; appointment; powers; duties. (a) When any professional corporation organized and authorized to issue shares under the laws of this State shall be or shall have been dissolved or shall cease or shall have ceased to exist, the circuit court, upon application of any creditor, stockholder, or director of the corporation, or any other person who shows good cause therefor, and upon a finding that the persons responsible for settling the unfinished business and winding up the affairs of the corporation either are not diligently pursuing such obligations, or cannot be found or otherwise are not available, may either appoint one or more of the directors of the corporation to be trustees or appoint one or more persons to be receivers of and for the corporation, to do all acts that are necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers shall be effective for the time period determined by the circuit court.  (b) The relief provided in this section shall be in addition to, and shall not limit or diminish, any remedies otherwise available under the common law or other state or federal statutes or rules. In the event of a conflict between this section and any common law or other state statutes or rules on the subject, the more beneficial provisions favoring the applicant shall prevail. [L 2008, c 54, §1]