reglab/housing_qa huggingface dataset:
HI Rev Stat § 425-128 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-128 Transfer of partner's transferable interest.

 §425-128 Transfer of partner's transferable interest. (a) A transfer, in whole or in part, of a partner's transferable interest in the partnership:  (1) Is permissible;  (2) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and  (3) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.  (b) A transferee of a partner's transferable interest in the partnership has a right:  (1) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;  (2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and  (3) To seek under section 425-138 a judicial determination that it is equitable to wind up the partnership business.  (c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.  (d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.  (e) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.  (f) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-129 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-129 Partner's transferable interest subject to charging order.

 §425-129 Partner's transferable interest subject to charging order. (a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.  (b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.  (c) At any time before foreclosure, an interest charged may be redeemed:  (1) By the judgment debtor;  (2) With property other than partnership property, by one or more of the other partners; or  (3) With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.  (d) This part does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.  (e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-131 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-131 Partner's power to dissociate; wrongful dissociation.

 §425-131 Partner's power to dissociate; wrongful dissociation. (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section 425-130(1).  (b) A partner's dissociation is wrongful only if:  (1) It is in breach of an express provision of the partnership agreement; or  (2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:  (A) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under section 425-130(6) to (10) or wrongful dissociation under this subsection;  (B) The partner is expelled by judicial determination under section 425-130(5);  (C) The partner is dissociated by becoming a debtor in bankruptcy; or  (D) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it wilfully dissolved or terminated.  (c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-132 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-132 Effect of partner's dissociation.

 §425-132 Effect of partner's dissociation. (a) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 425-138 to 425-144 apply; otherwise, sections 425-133 to 425-137 apply.  (b) Upon a partner's dissociation:  (1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 425-140;  (2) The partner's duty of loyalty under section 425-123(b)(3) terminates; and  (3) The partner's duty of loyalty under section 425-123(b)(1) and (2) and duty of care under section 425-123(c) continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 425-140. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-134 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-134 Dissociated partner's power to bind and liability to partnership.

 §425-134 Dissociated partner's power to bind and liability to partnership. (a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership is bound by an act of the dissociated partner which would have bound the partnership under section 425-112 before dissociation only if at the time of entering into the transaction the other party:  (1) Reasonably believed that the dissociated partner was then a partner;  (2) Did not have notice of the partner's dissociation; and  (3) Is not deemed to have had knowledge under section 425-114(b) or notice under section 425-136(c).  (b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a). [L 1999, c 284, pt of §1]
HI Rev Stat § 425-135 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-135 Dissociated partner's liability to other persons.

 §425-135 Dissociated partner's liability to other persons. (a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b).  (b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership within two years after the partner's dissociation, only if the partner is liable for the obligation under section 425-117 and at the time of entering into the transaction the other party:  (1) Reasonably believed that the dissociated partner was then a partner;  (2) Did not have notice of the partner's dissociation; and  (3) Is not deemed to have had knowledge under section 425-114(b) or notice under section 425-136(c).  (c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.  (d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-136 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-136 Statement of dissociation.

 §425-136 Statement of dissociation. (a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.  (b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of section 425-114(a) and (b).  (c) For the purposes of sections 425-134(a)(3) and 425-135(b)(3), a person not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-137 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-137 Continued use of partnership name.

 §425-137 Continued use of partnership name. Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-138 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-138 Events causing dissolution and winding up of partnership business.

 §425-138 Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events:  (1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under section 425-130(2) to (10), of that partner's express will to withdraw as a partner, or on a later date specified by the partner;  (2) In a partnership for a definite term or particular undertaking:  (A) Within ninety days after a partner's dissociation by death or otherwise under section 425-130(6) to (10) or wrongful dissociation under section 425-131(b), the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to section 425-131(b)(2) constitutes the expression of that partner's will to wind up the partnership business;  (B) The express will of all of the partners to wind up the partnership business; or  (C) The expiration of the term or the completion of the undertaking;  (3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;  (4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;  (5) On application by a partner, a judicial determination that:  (A) The economic purpose of the partnership is likely to be unreasonably frustrated;  (B) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or  (C) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or  (6) On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:  (A) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or  (B) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-139 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-139 Partnership continues after dissolution.

 §425-139 Partnership continues after dissolution. (a) Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.  (b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:  (1) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and  (2) The rights of a third party accruing under section 425-141(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-140 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-140 Right to wind up partnership business.

 §425-140 Right to wind up partnership business. (a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, a court of competent jurisdiction for good cause shown, may order judicial supervision of the winding up.  (b) The legal representative of the last surviving partner may wind up a partnership's business.  (c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 425-144, settle disputes by mediation or arbitration, and perform other necessary acts. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-141 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-141 Partner's power to bind partnership after dissolution.

 §425-141 Partner's power to bind partnership after dissolution. Subject to section 425-142, a partnership is bound by a partner's act after dissolution that:  (1) Is appropriate for winding up the partnership business; or  (2) Would have bound the partnership under section 425-112 before dissolution, if the other party to the transaction did not have notice of the dissolution. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-142 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-142 Statement of dissolution.

 §425-142 Statement of dissolution. (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.  (b) A statement of dissolution cancels a filed registration for the purposes of section 425-114(a) and is a limitation on authority for the purposes of section 425-114(b).  (c) For the purposes of sections 425-112 and 425-141, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed.  (d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a registration statement which will operate with respect to a person not a partner as provided in section 425-114(a) and (b) in any transaction, whether or not the transaction is appropriate for winding up the partnership business. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-143 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-143 Partner's liability to other partners after dissolution.

 §425-143 Partner's liability to other partners after dissolution. (a) Except as otherwise provided in subsection (b) and section 425-117, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 425-141.  (b) A partner who, with knowledge of the dissolution, incurs a partnership liability under section 425-141(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-144 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-144 Settlement of accounts and contributions among partners.

 §425-144 Settlement of accounts and contributions among partners. (a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b).  (b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under section 425-117.  (c) If a partner fails to contribute the full amount required under subsection (b), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under section 425-117. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under section 425-117.  (d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under section 425-117.  (e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.  (f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership. [L 1999, c 284, pt of §1]
HI Rev Stat § 425-145 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-145 REPEALED.

  §425-145 REPEALED. L 2000, c 218, §7.
HI Rev Stat § 425-151 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-151 Name.

  §425-151 Name. The name of a limited liability partnership shall contain "Registered Limited Liability Partnership" or "Limited Liability Partnership", or the abbreviation "R.L.L.P.", "L.L.P.", "RLLP", or "LLP". [L 2000, c 218, pr of §1; am L 2001, c 241, §1]
HI Rev Stat § 425-152 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-152 Limited liability partnerships; formation.

  §425-152 Limited liability partnerships; formation. (a) A partnership may become a limited liability partnership if the partnership:  (1) Obtains the partnership's approval of the terms and conditions upon which the partnership shall become a limited liability partnership;  (2) Files a registration statement with the director pursuant to part I, either prior to, or simultaneously with the filing of a statement of qualification as provided by this subpart; and  (3) Is in good standing pursuant to part I.  (b) The terms and conditions upon which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement; provided that where a partnership agreement specifies the vote necessary to amend provisions of the partnership agreement controlling obligations to contribute to the partnership, approval shall be by the vote necessary to amend those provisions.  (c) The filing of a statement of qualification pursuant to this subpart establishes that a partnership has satisfied all conditions precedent to qualification of the partnership as a limited liability partnership. [L 2000, c 218, pt of §1]
HI Rev Stat § 425-153 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425. Partnerships|425-153 Statement of qualification.

  §425-153 Statement of qualification. A statement of qualification shall contain:  (1) The name of the partnership;  (2) A statement that the partnership elects to be a limited liability partnership; and  (3) The mailing address of the partnership's initial principal office and the information required by section 425R-4(a). [L 2000, c 218, pt of §1; am L 2001, c 129, §73; am L 2002, c 130, §86; am L 2004, c 121, §30; am L 2009, c 55, §35]