reglab/housing_qa huggingface dataset:
HI Rev Stat § 428-1002 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1002 Application for certificate of authority.

  §428-1002 Application for certificate of authority. (a) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the director for filing. The application shall set forth:  (1) The name of the foreign limited liability company or, if its name is unavailable for use in this State, a name that satisfies the requirements of section 428-1005;  (2) The name of the state or country under whose law it is organized;  (3) A representation and warranty that a list of the names of and addresses of all members and their respective capital contributions are kept and will be kept at its principal office until cancellation, in accordance with section 428-1007, of the foreign limited liability company's authority to transact business in this State;  (4) The mailing address of its principal office and the information required by section 425R-4(a);  (5) Whether the duration of the company is for a specified term and, if so, the period specified;  (6) Whether the company is manager-managed, and:  (A) If so, the name and address of each manager; or  (B) If not, the name and address of each member;  (7) Whether the members of the company are to be liable for its debts and obligations under a provision similar to section 428-303(c); and  (8) Any additional information as may be necessary or appropriate to enable the director to determine whether the foreign limited liability company is entitled to obtain authority to transact business in this State.  (b) A foreign limited liability company shall deliver with the completed application a certificate of existence or a record of similar import authenticated by the secretary of state or other official having custody of company records in the state or country under whose law it is organized, which certificate shall be dated not earlier than sixty days prior to the filing of the application. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate. [L 1996, c 92, pt of §1; am L 2000, c 219, §79; am L 2002, c 130, §108; am L 2003, c 124, §78; am L 2004, c 121, §49; am L 2007, c 202, §2; am L 2009, c 55, §58]
HI Rev Stat § 428-1003 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1003 Activities not constituting transacting business.

  §428-1003 Activities not constituting transacting business. (a) The activities of a foreign limited liability company that do not constitute transacting business in this State within the meaning of this part include:  (1) Maintaining, defending, or settling an action or proceeding;  (2) Holding meetings of its members or managers or carrying on any other activity concerning its internal affairs;  (3) Maintaining bank accounts;  (4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability company's own securities or maintaining trustees or depositories with respect to those securities;  (5) Selling through independent contractors;  (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;  (7) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property;  (8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;  (9) Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner; or  (10) Transacting business in interstate commerce.  (b) For purposes of this part, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State.  (c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under any other law of this State. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-1004 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1004 Issuance of certificate of authority.

  §428-1004 Issuance of certificate of authority. Unless the director determines that an application for a certificate of authority fails to comply as to form with the filing requirements of this chapter, the director, upon payment of all filing fees, shall file the application and issue a certificate of authority and mail it to the limited liability company or its representative. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-1005 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1005 Name of foreign limited liability company.

  §428-1005 Name of foreign limited liability company. (a) If the name of a foreign limited liability company does not satisfy the requirements of section 428-105(b), (c), and (d), the company, to obtain or maintain a certificate of authority to transact business in this State, shall use a fictitious name to transact business in this State if its real name is unavailable.  (b) Except as authorized by subsections (c) and (d), the name, including a fictitious name, of a foreign limited liability company shall not be the same as, or substantially identical to:  (1) The name of any domestic corporation, partnership, limited liability company, or limited liability partnership existing or registered under the laws of this State;  (2) The name of any foreign corporation, partnership, limited liability company, or limited liability partnership authorized to transact business in this State;  (3) A name the exclusive right to which is reserved under the laws of this State;  (4) The fictitious name of another foreign limited liability company authorized to transact business in this State; or  (5) Any trade name, trademark, or service mark registered in this State.  (c) A foreign limited liability company may apply to the director for authority to use in this State a name that is the same as, or is substantially identical to, a name described in subsection (b). The director may authorize use of a substantially identical name applied for if:  (1) The present user, registrant, or owner of a reserved name consents in writing to the use of the name, and one or more words are added to make the name distinguishable upon the records of the director from the name of the foreign limited liability company; or  (2) The applicant delivers to the director a certified copy of a final judgment of a court establishing the applicant's right to use the name applied for in this State.  (d) A foreign limited liability company may use in this State the name, including the fictitious name, of another domestic or foreign entity that is used in this State if the other entity is incorporated, organized, or authorized to transact business in this State and the foreign limited liability company:  (1) Has merged with the other entity; or  (2) Has been formed by reorganization of the other entity.  (e) If a foreign limited liability company authorized to transact business in this State changes its name to one that does not satisfy the requirements of section 428-105(b), (c), and (d), it shall not transact business in this State under the name as changed until it adopts a name satisfying the requirements of section 428-105 and obtains an amended certificate of authority. [L 1996, c 92, pt of §1; am L 1999, c 249, §33; am L 2000, c 219, §80; am L 2006, c 184, §36]
HI Rev Stat § 428-1005.5 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1005.5 Change of name by foreign limited liability company.

  §428-1005.5 Change of name by foreign limited liability company. (a) Whenever the name of a foreign limited liability company that is authorized to transact business in this State is changed by an amendment to its articles of organization, the foreign limited liability company, within sixty days after the amendment becomes effective, shall deliver to the department director a certificate evidencing the name change that is duly authenticated by the proper officer of the state or country under the laws of which it is organized. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate.  (b) Whenever a foreign limited liability company that is authorized to transact business in this State changes its name to one that is substantially identical to the name of any business entity or trade name registered in this State, the foreign limited liability company shall not thereafter transact any business in this State until it has changed its name to a name that is available to it under the laws of this State or has otherwise complied with this chapter.  (c) If a foreign limited liability company is unable to change its name to a name that is available to it under the laws of this State, it may deliver to the director a copy of a certificate of registration of a different name as a trade name and thereafter shall become authorized to transact business in this State under that name. [L 2003, c 124, §3]
HI Rev Stat § 428-1006 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1006 Revocation of certificate of authority.

  §428-1006 Revocation of certificate of authority. (a) A certificate of authority of a foreign limited liability company to transact business in this State may be revoked by the director in the manner provided in subsection (b) if:  (1) The company fails to:  (A) Pay any fees prescribed by law;  (B) File its annual report for a period of two years pursuant to section 428-210;  (C) Appoint and maintain an agent for service of process as required by this part; or  (D) File a statement of a change in the name or business address of the agent as required by this part; or  (2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record or document submitted by the company pursuant to this part.  (b) The director may not revoke a certificate of authority of a foreign limited liability company unless the director sends the company notice of the revocation, at least sixty days before its effective date, by mailing the notice to the foreign limited liability company at its last known address appearing in the director's records. The notice shall identify the cause for the revocation of the certificate of authority. If the foreign limited liability company does not cure its failure by the date specified in the notice of revocation, the director may issue a certificate of revocation that shall be filed in the office of the director. The authority of the company to transact business in this State shall cease upon the issuance of the certificate of revocation. [L 1996, c 92, pt of §1; am L 2001, c 129, §101; am L 2002, c 130, §109; am L 2003, c 124, §79]
HI Rev Stat § 428-1007 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1007 Cancellation of authority.

  §428-1007 Cancellation of authority. (a) A foreign limited liability company may cancel its authority to transact business in this State by obtaining a certificate of cancellation. Cancellation does not terminate the authority of the director to accept service of process on the company for claims for relief arising out of the transactions of business in this State. In order to obtain a certificate of cancellation, the foreign limited liability company shall deliver to the director for filing an application for cancellation, which shall set forth:  (1) The name and jurisdiction of formation or organization of the foreign limited liability company;  (2) A statement that the foreign limited liability company is not transacting business in this State;  (3) A statement that the foreign limited liability company surrenders its authority to transact business in this State;  (4) A statement that the foreign limited liability company revokes the authority of its agent for service of process in this State and consents that the service of process for any claim for relief arising out of the transactions of business in this State may be made on such foreign limited liability company by service upon the director;  (5) The address to which a person may mail a copy of any process against the foreign limited liability company;  (6) The dates the notice of cancellation was published pursuant to subsection (b) and the name of the newspaper publishing the notice, or a statement that publication was not made; and  (7) A statement that all taxes, debts, obligations, and liabilities of the foreign limited liability company in this State have been paid and discharged or that adequate provision has been made therefor.  (b) A foreign limited liability company intending to cancel its authority to transact business in this State may publish notice of its cancellation and request persons having claims against the company to present them in accordance with the notice. 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; and  (2) Describe the information required to be contained in a claim and provide a mailing address where the claim may be sent.  (c) After the filing of the application for cancellation, the director shall issue a certificate of cancellation which shall be effective as of the date of the filing of the application for cancellation, and the authority of the foreign limited liability company to transact business in this State shall cease. [L 1996, c 92, pt of §1; am L 1998, c 11, §21; am L 2000, c 219, §81; am L 2001, c 129, §102]
HI Rev Stat § 428-1008 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1008 Effect of failure to obtain certificate of authority.

  §428-1008 Effect of failure to obtain certificate of authority. (a) A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.  (b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this State.  (c) Limitations on the personal liability of managers, members, and their transferees are not waived solely by transacting business in this State without a certificate of authority.  (d) If a foreign limited liability company transacts business in this State without a certificate of authority, service of process may be made upon the company as set forth in section 428-110(b) at any address used by the company as its address for purposes of its business transactions.  (e) A foreign limited liability company which transacts business in this State without a certificate of authority, shall be liable to the State in an amount equal to all fees and penalties which would have been imposed by this chapter upon that foreign limited liability company had it obtained such a certificate and filed all records and reports required by this chapter. The attorney general may bring proceedings to recover all amounts due this State under the provisions of this section. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-1009 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1009 Action by attorney general.

  §428-1009 Action by attorney general. The attorney general may maintain an action to restrain a foreign limited liability company from transacting business in this State in violation of this part. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-1010 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1010 REPEALED.

  §428-1010 REPEALED.  L 2003, c 124, §106.
HI Rev Stat § 428-1101 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1101 Right of action.

  §428-1101 Right of action. A member of a limited liability company may maintain an action in the right of the company if the members or managers having authority to do so have refused to commence the action or an effort to cause those members or managers to commence the action is not likely to succeed. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-1102 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1102 Proper plaintiff.

  §428-1102 Proper plaintiff. In a derivative action for a limited liability company, the plaintiff shall be a member of the company when the action is commenced, and:  (1) Shall have been a member at the time of the transaction of which the plaintiff complains; or  (2) The plaintiff's status as a member shall have devolved upon the plaintiff by operation of law or pursuant to the terms of the operating agreement from a person who was a member at the time of the transaction. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-1103 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1103 Pleading.

  §428-1103 Pleading. In a derivative action for a limited liability company, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a member or manager or the reasons for not making the effort. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-1104 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1104 Expenses.

  §428-1104 Expenses. If a derivative action for a limited liability company is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct the plaintiff to remit to the limited liability company the remainder of the proceeds received. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-1201 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1201 Uniformity of application and construction.

  §428-1201 Uniformity of application and construction. This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-1202 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1202 REPEALED.

  §428-1202 REPEALED. L 1999, c 164, §11.
HI Rev Stat § 428-1203 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1203 Certificates and certified copies to be received in evidence.

  §428-1203 Certificates and certified copies to be received in evidence. All certificates issued by the director in accordance with this chapter, and all copies of records filed in the office of the director in accordance with this chapter when certified by the director, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. A certificate by the director under the seal of the department, as to the existence or nonexistence of the facts relating to a limited liability company or foreign limited liability company, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-1204 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-1204 Interrogatories by director.

 §428-1204 Interrogatories by director. (a) The director may direct to any limited liability company or foreign limited liability company subject to this chapter, and to any member or manager of any limited liability company or foreign limited liability company subject to this chapter, any interrogatories reasonably necessary and proper to enable the director to ascertain whether the limited liability company or foreign limited liability company has complied with all of the provisions of this chapter applicable to the limited liability company or foreign limited liability company.  The interrogatories shall be answered within thirty days after the date of mailing, or within such additional time as shall be fixed by the director. The answers to the interrogatories 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 limited liability company or foreign limited liability company, they shall be answered by a manager of a manager-managed company, a member of a member-managed company, or fiduciary if the company is in the hands of a receiver, trustee, or other court appointed fiduciary.  The director need not file any record in a court of competent jurisdiction to which the interrogatories relate until the interrogatories are answered as provided in this section, and not then if the answers thereto disclose that the record is not in conformity with the requirements of this chapter. The director shall certify to the attorney general, for such action as the attorney general may deem appropriate, all interrogatories and answers which disclose a violation of this chapter.  (b) Interrogatories initiated by the director and the answers shall not be open to public inspection, nor shall the director disclose any facts or information obtained through interrogatories, except insofar as the director's official duty may require the disclosure to be made public, or in the event the interrogatories or the answers are required for evidence in any criminal proceedings, or in any other action by this State. [L 1996, c 92, pt of §1; am L 1998, c 11, §22]