reglab/housing_qa huggingface dataset:
HI Rev Stat § 425-12 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-12 Fee for filing documents and issuing certificates.

  §425-12 Fee for filing documents and issuing certificates. (a) The following fees shall be paid to the director of commerce and consumer affairs upon the filing of general partnership documents:  (1) Partnership registration statement, $25;  (2) Partnership change of name statement, $10;  (3) Partnership dissolution statement, $10;  (4) Foreign general partnership registration statement, $25;  (5) Statement of change, $10;  (6) Application for certificate of withdrawal, $5;  (7) Statement of correction, $10;  (8) Reservation of name, $10;  (9) Transfer of reservation of name, $10;  (10) Annual statement for domestic or foreign general partnership, $10;  (11) Good standing certificate, $5;  (12) Articles of conversion or merger, $100;  (13) Any other statement, certificate, or other document for a domestic or foreign general partnership, $10;  (14) Special handling fee for review of any general partnership document, $25;  (15) Special handling fee for certificates issued by the director, $10 per certificate;  (16) Special handling fee for certification of documents, $10;  (17) Special handling fee for review of articles of conversion or merger, $75; and  (18) For filings relating to registered agents, the fees established by section 425R-2.  (b) The director shall charge and collect:  (1) For furnishing a certified copy of any document, instrument, or paper relating to a general partnership, $10 for the certificate and affixing the seal thereto; and  (2) At the time of any service of process on the director as agent for service of process of a general partnership, $10, which amount may be recovered as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action.  (c) All fees collected under this section shall be managed in accordance with section 26-9(l). [L 1969, c 247, pt of §1; am L 1979, c 162, §1; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1985, c 189, §7; am L 1988, c 141, §48; am L 1992, c 6, §7; am L 1996, c 181, §3; am L 1999, c 129, §13 and c 280, §16; am L 2000, c 219, §53; am L 2001, c 129, §70; am L 2002, c 130, §84; am L 2004, c 116, §6 and c 117, §3; am L 2006, c 184, §16; am L 2009, c 55, §31] Cross References  Modification of fees, see §92-28.
HI Rev Stat § 425-13 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-13 Personal liability and penalty.

 §425-13 Personal liability and penalty. (a) If a partner neglects or fails to comply with any provision of this part, all partners shall be liable jointly and severally for all the debts and liabilities of the partnership, and may be severally sued therefor, without the necessity of joining the other partners in any action or suit, and shall also severally forfeit to the State $25 for each and every month while the default shall continue, to be recovered by action brought in the name of the State by the director of commerce and consumer affairs; provided that as to the forfeiture penalty, the director may, for good cause shown, reduce or waive the same.  (b) Any person who signs or certifies as correct any statement or certificate filed pursuant to this part, knowing the same to be false in any material particular, shall be fined not more than $5,000.  (c) Any person who negligently but without intent to defraud signs or certifies as correct any statement or certificate filed pursuant to this part, which statement or certificate is false in any material particular, shall be punished by a fine not exceeding $500. [L 1969, c 247, pt of §1; am L 1980, c 270, §5; am L 1982, c 204, §8; am L 1983, c 124, §17] Case Notes  Each member of nonregistered partnership firm may be held liable for partnership debts and sued severally therefor. 9 H. 507; 22 H. 455, 457.  Only penalties for nonregistration of copartnership are fine and liability of one partner for all partnership debts, and where firm is defendant, plaintiff is relieved of consequences of nonjoinder of partner as defendant. Unregistered partnership not liable for individual or personal debt of one partner. 11 H. 198.  Noncompliance with statute does not make partnership illegal and does not affect right of one partner to restrain late copartner from collecting assets contrary to their agreement. 11 H. 563; 22 H. 196, 198.
HI Rev Stat § 425-14 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-14 Cancellation of registration.

  §425-14 Cancellation of registration. (a) The director may commence a proceeding to cancel the registration of a domestic or foreign general partnership if the partnership fails to:  (1) Pay any fees prescribed by law;  (2) File its annual statement for a period of two years;  (3) Appoint and maintain an agent for service of process as required; or  (4) File a statement of a change in the name or business address of the agent as required under this chapter. The cancellation of such registration or certificate shall not relieve the partners of liability for the penalties for the failure to file any statement or certificates required by this part.  (b) Within two years after the administrative cancellation of a domestic general partnership under this section, the registration statement of the domestic general partnership may be reinstated by the director upon written application executed by any partner of the domestic general partnership. The application shall:  (1) Recite the name of the domestic general partnership and the effective date of its administrative cancellation;  (2) Contain all statements due and unfiled;  (3) Contain the payment of all delinquent fees and penalties; and  (4) Contain a certificate or other writing from the department of taxation indicating that all taxes owed by the domestic general partnership 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.  (c) Within the applicable reinstatement period, should the name of the domestic general partnership, 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 such 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 canceled domestic general partnership pursuant to the amendment provisions of this chapter.  (d) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative cancellation and the domestic general partnership may resume its business as if the administrative cancellation had never occurred. [L 1969, c 247, pt of §1; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1999, c 249, §24; am L 2000, c 219, §54; am L 2001, c 129, §71; am L 2002, c 130, §85; am L 2003, c 124, §50; am L 2006, c 235, §12; am L 2009, c 23, §9; am L 2012, c 58, §14]
HI Rev Stat § 425-15 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-15 Not applicable to corporations.

 §425-15 Not applicable to corporations. Nothing in this part contained shall apply to corporations or incorporated companies. [L 1969, c 247, pt of §1]
HI Rev Stat § 425-16 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-16 Fees, government realizations.

  §425-16 Fees, government realizations. All fees received by virtue of this part shall be accounted for as part of the revenue of the State. [L 1969, c 247, pt of §1]
HI Rev Stat § 425-18 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-18 Registered agent.

 §425-18 Registered agent. Each domestic partnership or foreign 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 or conduct affairs in this State; or  (3) A foreign entity authorized to transact business or conduct affairs in this State. [L 2002, c 130, pt of §5; am L 2009, c 55, §32]
HI Rev Stat § 425-19 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-19 Designation or change of registered agent.

  §425-19 Designation or change of registered agent. (a) A 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 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 2002, c 130, pt of §5; am L 2009, c 55, §33]
HI Rev Stat § 425-20 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-20 Resignation of registered agent.

  §425-20 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 2002, c 130, pt of §5; am L 2009, c 55, §34]
HI Rev Stat § 425-21 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-21 Service on partnership. § §425-21 to 52 REPEALED.

 §425-21 Service on partnership.  (a) Service of any notice or process authorized by law that is issued against any domestic or foreign partnership by any court, judicial or administrative officer, or board may be made in the manner provided by law upon any registered agent or partner of the partnership who is found within the jurisdiction of the court, officer, or board; or if a registered agent or partner cannot be found, upon any person who is found in charge of the property, business, or office of the partnership within the jurisdiction of the court, officer, or board.  (b) If no partner or other person in charge of the property, business, or office of the partnership can be found within the State, and the partnership has not filed with the director of commerce and consumer affairs pursuant to this chapter the name of a registered agent upon whom legal notice and process from the courts of the State may be served, or the person named is not found within the State, service may be made upon the partnership by registered or certified mail, return receipt requested, addressed to the partnership at its principal office.  (c) Service by registered or certified mail is perfected at the earliest of:  (1) The date the partnership receives the mail;  (2) The date shown on the return receipt, if signed on behalf of the partnership; or  (3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.  (d) Nothing contained herein shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a partnership in any other manner permitted by law. L 2002, c 130, pt of §5; am L 2003, c 124, §51; am L 2006, c 184, §17 PART II. UNIFORM LIMITED PARTNERSHIP ACT--REPEALED   § §425-21 to 52 REPEALED. L 1989, c 288, §3. Cross References  Similar provisions, see chapter 425E.
HI Rev Stat § 425-102 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-102 Knowledge and notice.

 §425-102 Knowledge and notice. (a) A person knows a fact if the person has actual knowledge of it.  (b) A person has notice of a fact if the person:  (1) Knows of it;  (2) Has received a notification of it; or  (3) Has reason to know it exists from all of the facts known to the person at the time in question.  (c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.  (d) A person receives a notification when the notification:  (1) Comes to the person's attention; or  (2) Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.  (e) Except as otherwise provided in subsection (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. A person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.  (f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. [L 1999, c 284, pt of §1] Case Notes  The "fraud on the partnership" exception did not apply, where one partner admitted to operating a Ponzi scheme, and defendants (other partners) asserted an affirmative good faith defense; defendants did not demonstrate that the partner totally abandoned the principal's interest and that the partner's interests were completely adverse to the partnerships. Question whether a partner's knowledge of a fact relating to the partnership is necessarily imputed to individual partners or only the partnership under subsection (f) to be certified to the Hawaii supreme court. 88 F. Supp. 3d 1175 (2015).
HI Rev Stat § 425-103 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-103 Effect of partnership agreement; nonwaivable provisions.

  §425-103 Effect of partnership agreement; nonwaivable provisions. (a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this part governs relations among the partners and between the partners and the partnership.  (b) The partnership agreement shall not:  (1) Vary the rights and duties under section 425-105 except to eliminate the duty to provide copies of statements to all of the partners;  (2) Unreasonably restrict the right of access to books and records under section 425-122(b);  (3) Eliminate the duty of loyalty under section 425-123(b) or 425-132(b)(3), but:  (A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or  (B) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;  (4) Unreasonably reduce the duty of care under section 425-123(c) or 425-132(b)(3);  (5) Eliminate the obligation of good faith and fair dealing under section 425-123(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;  (6) Vary the power to dissociate as a partner under section 425-131(a), except to require the notice under section 425-130(1) to be in writing;  (7) Vary the right of a court to expel a partner in the events specified in section 425-130(5);  (8) Vary the requirement to wind up the partnership business in cases specified in section 425-138(4), (5), or (6); or  (9) Restrict rights of third parties under this part. [L 1999, c 284, pt of §1; am L 2000, c 218, §4]
HI Rev Stat § 425-104 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-104 Supplemental principles of law.

 §425-104 Supplemental principles of law. (a) Unless displaced by particular provisions of this part, the principles of law and equity supplement this part.  (b) If an obligation to pay interest arises under this part and the rate is not specified, the rate is that specified in section 478-2. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-105 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-105 Recording and notification of statements.

 §425-105 Recording and notification of statements. (a) A certified copy of a statement that has been filed in the office of the director and recorded in the bureau of conveyances has the effect provided for recorded statements in this part. A recorded statement that is not a certified copy of a statement filed in the office of the director does not have the effect provided for recorded statements in this part.  (b) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-106 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-106 Governing law.

  §425-106 Governing law. (a) Except as otherwise provided in subsection (b), the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.  (b) The law of this State governs relations among the partners, and between the partners and the partnership, and the liability of partners for an obligation of a limited liability partnership. [L 1999, c 284, pt of §1; am L 2000, c 218, §5; am L 2004, c 121, §29] Case Notes  Partnership did not exist as a matter of law where plaintiff and defendant did not have an agreement to share profits; a $1.5 million release fee was interest on a loan and the loan commitment and accompanying letter did not evince an intent by the parties to share profits inasmuch as they lacked any language commonly utilized in partnership agreements, such as "partnership", "partner", "profits", and did not intimate any community of interest, or co-ownership, or sharing of profits, tending to show the relationship of partners. 111 H. 286, 141 P.3d 459 (2006).
HI Rev Stat § 425-107 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-107 Partnership subject to amendment or repeal of chapter.

 §425-107 Partnership subject to amendment or repeal of chapter. A partnership governed by this part is subject to any amendment to or repeal of this chapter. [L 1999, c 284, pt of §1] Case Notes  Partnership did not exist as a matter of law where plaintiff and defendant did not have an agreement to share profits; a $1.5 million release fee was interest on a loan and the loan commitment and accompanying letter did not evince an intent by the parties to share profits inasmuch as they lacked any language commonly utilized in partnership agreements, such as "partnership", "partner", "profits", and did not intimate any community of interest, or co-ownership, or sharing of profits, tending to show the relationship of partners. 111 H. 286, 141 P.3d 459 (2006).
HI Rev Stat § 425-108 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-108 Partnership as entity.

  §425-108 Partnership as entity. (a) A partnership is an entity distinct from its partners.  (b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 425-153. [L 1999, c 284, pt of §1; am L 2000, c 218, §6]
HI Rev Stat § 425-109 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-109 Formation of partnership.

 §425-109 Formation of partnership. (a) Except as otherwise provided in subsection (b), the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.  (b) An association formed under a statute other than this part, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this part.  (c) In determining whether a partnership is formed, the following rules apply:  (1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.  (2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.  (3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:  (A) Of a debt by installments or otherwise;  (B) For services as an independent contractor or of wages or other compensation to an employee;  (C) Of rent;  (D) Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;  (E) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or  (F) For the sale of the goodwill of a business or other property by installments or otherwise. [L 1999, c 284, pt of §1] Case Notes  Cited, where defendant adequately alleged that the friends formed an association to carry on as co-owners a business for profit and defendant thus sufficiently alleged the existence of a partnership; defendants' motion for judgment on the pleadings as to defendant's claims of breach of fiduciary duty based on partnership law denied. 410 F. Supp. 2d 919 (2005).
HI Rev Stat § 425-110 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-110 Partnership property.

 §425-110 Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually. [L 1999, c 284, pt of §1]