reglab/housing_qa huggingface dataset:
HI Rev Stat § 425E-804 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-804 Power of general partner and person dissociated as general partner to bind partnership after dissolution.

 §425E-804 Power of general partner and person dissociated as general partner to bind partnership after dissolution. (a) A limited partnership shall be bound by a general partner's act after dissolution that:  (1) Is appropriate for winding up the limited partnership's activities; or  (2) Would have bound the limited partnership under section 425E-402 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.  (b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:  (1) At the time the other party enters into the transaction:  (A) Less than two years has passed since the dissociation; and  (B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and  (2) The act:  (A) Is appropriate for winding up the limited partnership's activities; or  (B) Would have bound the limited partnership under section 425E-402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-805 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-805 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partners.

 §425E-805 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partners. (a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 425E-804(a) by an act that is not appropriate for winding up the partnership's activities, the general partner shall be liable:  (1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and  (2) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.  (b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under section 425E-804(b), the person shall be liable:  (1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and  (2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-806 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-806 Known claims against dissolved limited partnership.

 §425E-806 Known claims against dissolved limited partnership. (a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b).  (b) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice shall:  (1) Specify the information required to be included in a claim;  (2) Provide a mailing address to which the claim is to be sent;  (3) State the deadline for receipt of the claim, that may not be less than one hundred twenty days after the date the notice is received by the claimant;  (4) State that the claim will be barred if not received by the deadline; and  (5) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on section 425E-404.  (c) A claim against a dissolved limited partnership shall be 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 limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within ninety days after the receipt of the notice of the rejection.  (d) This section shall not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-807 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-807 Other claims against dissolved limited partnership.

 §425E-807 Other claims against dissolved limited partnership. (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.  (b) The notice shall:  (1) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's principal office is located or, if it has none in this State, in the city and county of Honolulu;  (2) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;  (3) State that a claim against the limited partnership shall be barred unless an action to enforce the claim is commenced within five years after publication of the notice; and  (4) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership shall also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on section 425E-404.  (c) If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants shall be barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five years after the publication date of the notice:  (1) A claimant that did not receive notice in a record under section 425E-806;  (2) A claimant whose claim was timely sent to the dissolved limited partnership 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 partnership, to the extent of its undistributed assets;  (2) If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims under this paragraph shall not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or  (3) Against any person liable on the claim under section 425E-404. [L 2003, c 210, pt of §1; am L 2009, c 55, §48]
HI Rev Stat § 425E-808 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-808 Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

 §425E-808 Liability of general partner and person dissociated as general partner when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under section 425E-806 or 425E-807, any corresponding claim under section 425E-404 shall also be barred. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-809 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-809 Administrative cancellation.

 §425E-809 Administrative cancellation. (a) The director may cancel the certificate of a limited partnership administratively 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. Administrative cancellation shall not relieve the general partners of liability for the penalties for the failure to file any statement or certificate required by this chapter.  (b) A limited partnership administratively canceled continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under sections 425E-803 and 425E-812 and to notify claimants under sections 425E-806 and 425E-807.  (c) The administrative cancellation of a limited partnership shall not terminate the authority of its agent for service of process. [L 2003, c 210, pt of §1; am L 2006, c 184, §24]
HI Rev Stat § 425E-810 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-810 Reinstatement following administrative cancellation.

 §425E-810 Reinstatement following administrative cancellation. (a) A limited partnership that has been administratively canceled may apply to the director for reinstatement within two years after the effective date of cancellation. The application shall:  (1) Recite the name of the limited partnership and the effective date of its administrative cancellation;  (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 department of taxation indicating that all taxes owed by the limited 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.  (b) Within the applicable reinstatement period, should the name of the limited partnership, or a name substantially identical thereto, be registered or reserved by another corporation, 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 limited partnership 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 cancellation, and the limited partnership may resume carrying on its business as if the administrative cancellation had never occurred. [L 2003, c 210, pt of §1; am L 2006, c 184, §25 and c 235, §18; am L 2012, c 58, §18]
HI Rev Stat § 425E-811 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-811 Appeal from denial of reinstatement.

 §425E-811 Appeal from denial of reinstatement. (a) If the director denies a limited partnership's application for reinstatement following administrative cancellation, the director shall notify the limited partnership of the reason or reasons for the denial.  (b) The limited partnership may appeal the denial of reinstatement to the circuit court within thirty days after the mailing of the notice of denial. The limited partnership may appeal by petitioning the court to set aside the cancellation and attaching to the petition copies of the director's declaration of cancellation the limited partnership's application for reinstatement, and the director's notice of denial.  (c) The court may summarily order the director to reinstate the administratively canceled limited partnership or may take other action the court considers appropriate.  (d) The court's final decision may be appealed as in other civil proceedings. [L 2003, c 210, pt of §1; am L 2006, c 184, §26; am L 2008, c 54, §8]
HI Rev Stat § 425E-812 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-812 Disposition of assets; when contributions required.

 §425E-812 Disposition of assets; when contributions required. (a) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, shall be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors.  (b) Any surplus remaining after the limited partnership complies with subsection (a) shall be paid in cash as a distribution.  (c) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:  (1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under section 425E-607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons shall be in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred;  (2) If a person does not contribute the full amount required under paragraph (1) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons shall be in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred; and  (3) If a person does not make the additional contribution required by paragraph (2), further additional contributions are determined and due in the same manner as provided in that paragraph.  (d) A person that makes an additional contribution under subsection (c)(2) or (3) may recover from any person whose failure to contribute under subsection (c)(1) or (2) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.  (e) The estate of a deceased individual shall be liable for the person's obligations under this section.  (f) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection (c). [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-901 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-901 Governing law.

 §425E-901 Governing law. (a) Subject to the constitution of this State:  (1) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its partners; and  (2) A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State.  (b) A certificate of authority shall not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this State. [L 2003, c 210, pt of §1; am L 2006, c 184, §27]
HI Rev Stat § 425E-902 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-902 Application for certificate of authority.

 §425E-902 Application for certificate of authority. (a) A foreign limited partnership 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 state:  (1) The name of the foreign limited partnership and, if the name does not comply with section 425E-108(d) and (e), an alternate name adopted pursuant to section 425E-905(a);  (2) The name of the state or other jurisdiction under whose law the foreign limited partnership is organized;  (3) The mailing address of the foreign limited partnership's principal office and the information required by section 425R-4(a);  (4) The name and address of each general partner;  (5) Whether the foreign limited partnership is a foreign limited liability limited partnership; and  (6) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with a written commitment on the part of the foreign limited partnership that it will keep those records until the registration of the foreign limited partnership in this State is canceled or withdrawn.  (b) The foreign limited partnership shall deliver with the completed application a certificate of good standing or a record of similar import duly authenticated by the secretary of state or other official having custody of limited partnership records in the state or country under whose law it is formed; provided that the 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 in English attested to under oath by the translator shall accompany the certificate. [L 2003, c 210, pt of §1; am L 2006, c 184, §28 and c 235, §19; am L 2009, c 55, §49]
HI Rev Stat § 425E-903 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-903 Activities not constituting transacting business.

 §425E-903 Activities not constituting transacting business. (a) Activities of a foreign limited partnership that do not constitute transacting business in this State within the meaning of this article include:  (1) Maintaining, defending, and settling an action or proceeding;  (2) Holding meetings of its partners or carrying on any other activity concerning its internal affairs;  (3) Maintaining accounts in financial institutions;  (4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership'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 electronic means 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; and  (10) Transacting business in interstate commerce.  (b) For purposes of this article, 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 shall not apply in determining the [contracts] or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this State. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-904 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-904 Issuance of certificate of authority.

 §425E-904 Issuance of certificate of authority. (a) If the director finds that an application for registration conforms to law and all requisite fees have been paid, the director shall issue a certificate of authority to transact business in this State.  (b) The certificate of authority shall be returned to the person who filed the application or that person's representative. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-905 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-905 Name.

 §425E-905 Name. (a) A foreign limited partnership whose name does not comply with sections 425E-108(d) and (e) may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with section 425E-108, by filing a copy of a certificate of registration of a trade name with the director. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this State under that name unless the foreign limited partnership is authorized to transact business in this State under another name.  (b) If a foreign limited partnership authorized to transact business in this State changes its name to one that does not comply with sections 425E-108(d) and (e), it shall not thereafter transact business in this State until it complies with subsection (a). [L 2003, c 210, pt of §1; am L 2004, c 121, §37; am L 2006, c 184, §29]
HI Rev Stat § 425E-906 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-906 Cancellation of

 §425E-906 Cancellation of certificate of authority. (a) The director may cancel the certificate of authority of a limited partnership administratively if:  (1) The partnership fails to:  (A) Pay any fees prescribed by law;  (B) File its annual statement for a period of two years;  (C) Appoint and maintain an agent for service of process as required by chapter 425R; or  (D) File a statement of a change in the name or business address of the agent as required by section 425R-7; or  (2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record or document submitted by the partnership.  (b) Cancellation of a certificate of authority shall not relieve the general partners of liability for the penalties for failure to file any statement or certificate required by this chapter. [L 2003, c 210, pt of §1; am L 2009, c 55, §50]
HI Rev Stat § 425E-908 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-908 Changes

 §425E-908 Changes and amendments. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangement or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the director a certificate, certified and signed by a general partner, correcting such statement. [L 2003, c 210, pt of §1]