reglab/housing_qa huggingface dataset:
HI Rev Stat § 425E-1001 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1001 Direct action by a partner.

 §425E-1001 Direct action by a partner. (a) Subject to subsection (b), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.  (b) A partner commencing a direct action under this section shall be required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.  (c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up shall not revive a claim barred by law. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-1002 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1002 Derivative action.

 §425E-1002 Derivative action. A partner may maintain a derivative action to enforce a right of a limited partnership if:  (1) The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or  (2) A demand would be futile. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-1003 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1003 Proper plaintiff.

 §425E-1003 Proper plaintiff.  A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:  (1) That was a partner when the conduct giving rise to the action occurred; or  (2) Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-1004 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1004 Pleading.

 §425E-1004 Pleading. In a derivative action, the complaint shall state with particularity:  (1) The date and content of the plaintiff's demand and the general partners' response to the demand; or  (2) Why demand should be excused as futile. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-1005 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1005 Proceeds and expenses.

 §425E-1005 Proceeds and expenses. (a) Except as otherwise provided in subsection (b):  (1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; and  (2) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.  (b) If a derivative action is successful in whole or in part, the court may award the derivative plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited partnership. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-1101 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1101 Definitions.

 §425E-1101 Definitions. As used in this article:  "Association" means an association organized under chapter 421 or 421C.  "Constituent limited partnership" means a constituent organization that is a limited partnership.  "Constituent organization" means an organization that is a party to a merger.  "General partner" means a general partner of a limited partnership.  "Governing statute" of an organization means the statute that governs the organization's internal affairs.  "Organizing articles" means:  (1) For an association, corporation, or nonprofit corporation, the articles of incorporation;  (2) For a general partnership or limited liability partnership, the registration statement;  (3) For a limited partnership, or limited liability limited partnership, the certificate of limited partnership; and   (4) For a limited liability company, the articles of organization.  "Other business entity" means a corporation, limited liability company, general partnership, limited liability partnership, or association.  "Personal liability" means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:  (1) By the organization's governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or  (2) By the organization's organizational documents under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization. [L 2003, c 210, pt of §1; am L 2004, c 121, §39]
HI Rev Stat § 425E-1102 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1102 Conversion into or from limited partnerships.

 §425E-1102 Conversion into or from limited partnerships. (a) A domestic limited partnership may adopt a plan of conversion and convert to a foreign limited partnership or any other entity if:  (1) The domestic limited partnership acts on and its partners approve a plan of conversion in the manner prescribed by sections 425-203 and 428-904 to 428-906, as if the conversion is a merger to which the converting entity is a party and not the surviving entity;  (2) The conversion is permitted by and complies with the laws of the state or country in which the converted entity is to be incorporated, formed, or organized; and the incorporation, formation, or organization of the converted entity complies with such laws;  (3) At the time the conversion becomes effective, each partner of the converting entity, unless otherwise agreed to by that partner, owns an equity interest or other ownership interest in, and is a shareholder, partner, member, owner, or other security holder of, the converted entity; and  (4) The converted entity shall be incorporated, formed, or organized as part of or pursuant to the plan of conversion.  (b) Any foreign limited partnership or other entity may adopt a plan of conversion and convert to a domestic limited partnership if the conversion is permitted by and complies with the laws of the state or country in which the foreign limited partnership or other entity is incorporated, formed, or organized.  (c) A plan of conversion shall set forth:  (1) The name of the converting entity and the converted entity;  (2) A statement that the converting entity is continuing its existence in the organizational form of the converted entity;  (3) A statement describing the organizational form of the converted entity and the state or country under the laws of which the converted entity is to be incorporated, formed, or organized; and  (4) The manner and basis of converting the partnership interests, or other forms of ownership of the converting entity into partnership interests, or other forms of ownership of the converted entity, or any combination thereof.  (d) A plan of conversion may set forth any other provisions relating to the conversion that are not prohibited by law, including without limitation the initial partnership agreement of the converted entity. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-1103 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1103 Articles of conversion.

 §425E-1103 Articles of conversion. (a) If a plan of conversion has been approved in accordance with section 425E-1102 and has not been abandoned, articles of conversion shall be executed by a partner, officer, or other duly authorized representative of the converting entity and shall set forth:  (1) A statement certifying the following:  (A) The name, entity type, and state or country of incorporation, formation, or organization of the converting and converted entities;  (B) That a plan of conversion has been approved in accordance with section 425E-1102;  (C) That an executed plan of conversion is on file at the principal place of business of the converting entity and stating the address thereof; and  (D) That a copy of the plan of conversion shall be furnished by the converting entity prior to the conversion or the converted entity after the conversion, on written request and without cost, to any limited partner of the converting entity or the converted entity; and  (2) A statement that the approval of the plan of conversion was duly authorized by all action required by the laws under which the converting entity was incorporated, formed, or organized.  (b) The articles of conversion shall be delivered to the director for filing.  (c) The converted entity, if a domestic corporation, domestic professional corporation, domestic nonprofit corporation, domestic general partnership, domestic limited partnership, or domestic limited liability company shall attach a copy of its respective registration documents to the articles of conversion. [L 2003, c 210, pt of §1; am L 2009, c 23, §12]
HI Rev Stat § 425E-1104 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1104 Effective date of the conversion.

 §425E-1104 Effective date of the conversion. A conversion takes effect upon the filing date of the articles of conversion, or on the date subsequent to the filing set forth in the articles of conversion; provided that the effective date shall not be more than thirty days from the filing date. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-1105 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1105 Effect of conversion.

 §425E-1105 Effect of conversion. When a conversion becomes effective:  (1) The converting entity shall continue to exist without interruption, but in the organizational form of the converted entity;  (2) All rights, title, and interest in all real estate and other property owned by the converting entity shall automatically be owned by the converted entity without reversion or impairment, subject to any existing liens or other encumbrances thereon;  (3) All liabilities and obligations of the converting entity shall automatically be liabilities and obligations of the converted entity without impairment or diminution due to the conversion;  (4) The rights of creditors of the converting entity shall continue against the converted entity and shall not be impaired or extinguished by the conversion;  (5) Any action or proceeding pending by or against the converting entity may be continued by or against the converted entity without any need for substitution of parties;  (6) The partnership interests and other forms of ownership in the converting entity that are to be converted into partnership interests, or other forms of ownership, in the converted entity as provided in the plan of conversion shall be converted;  (7) A shareholder, partner, member, or other owner of the converted entity shall be liable for the debts and obligations of the converting entity that existed before the conversion takes effect only to the extent that the shareholder, partner, member, or other owner:  (A) Agreed in writing to be liable for such debts or obligations;  (B) Was liable under applicable law prior to the effective date of the conversion for such debts or obligations; or  (C) Becomes liable under applicable law for existing debts and obligations of the converted entity by becoming a shareholder, partner, member, or other owner of the converted entity;  (8) If the converted entity is a foreign limited partnership or other business entity incorporated, formed, or organized under a law other than the law of this State, the converted entity shall file with the director:  (A) An agreement that the converted entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of the converting domestic limited partnership;  (B) An irrevocable appointment of a resident of this State including the resident's street address, as its agent to accept service of process in any such proceeding; and  (C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting shareholder, partner, member, or other owner to receive payment for their interest against the converted entity; and  (9) If the converting partnership is a domestic limited partnership, section 425E-1106 shall apply as if the converted entity were the survivor of a merger with the converting entity. [L 2003, c 210, pt of §1; am L 2006, c 235, §20]
HI Rev Stat § 425E-1107 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1107 Articles of merger.

 §425E-1107 Articles of merger. (a) After a plan of merger is approved, articles of merger shall be signed on behalf of each limited partnership and each other entity that is a party to the merger, and shall be delivered to the director for filing. The articles shall set forth:  (1) The name and jurisdiction of each entity that is a party to the merger, and the name, address, and jurisdiction of the surviving entity;  (2) A statement that the plan of merger has been approved by each entity that is a party to the merger;  (3) A statement indicating any changes in the organizing articles of the surviving entity to be given effect by the merger; provided that if no changes are made, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger;  (4) The future effective date (which shall be a date certain) of the merger if it is not to be effective upon the filing of the articles of merger; provided that the effective date shall not be more than thirty days from the filing date; and  (5) A statement that includes:  (A) An agreement that the surviving entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of any entity previously subject to suit in this State that is to merge;  (B) An irrevocable appointment of a resident of this State as its agent to accept service of process in a proceeding under subparagraph (A), that includes the resident's street address in this State; and  (C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting member, shareholder, or partner to receive payment for their interest against the surviving entity.  (b) If the articles of merger provide for a future effective date, and:  (1) The plan of merger is amended to change the future effective date;  (2) The plan of merger permits the amendment of the articles of merger to change the future effective date without an amendment to the plan of merger; or  (3) The plan of merger is amended to change any other matter contained in the articles of merger so as to make the articles of merger inaccurate in any material respect, prior to the future effective date; then the articles of merger shall be amended by filing with the director a certificate of amendment that identifies the articles of merger and sets forth the amendment to the articles of merger.  If the articles of merger provide for a future effective date and if the plan of merger is terminated prior to the future effective date, the articles of merger shall be terminated by filing with the director a certificate of termination that identifies the articles of merger and states that the plan of merger has been terminated.  (c) Articles of merger shall operate as an amendment to the limited partnership's organizing articles. [L 2003, c 210, pt of §1; am L 2004, c 121, §40; am L 2006, c 184, §30]
HI Rev Stat § 425E-1108 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1108 Effective date of the merger.

 §425E-1108 Effective date of the merger. A merger takes effect upon the filing date of the articles of merger, or on the date subsequent to the filing as set forth in the articles of merger; provided that the effective date shall not be more than thirty days from the filing date. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-1109 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1109 Effect of merger.

  §425E-1109 Effect of merger. (a) When a merger becomes effective:  (1) The separate existence of each entity that is a party to the merger, other than the surviving entity, terminates;  (2) All property owned by each of the entities that are parties to the merger vests in the surviving entity;  (3) All debts, liabilities, and other obligations of each entity that is a party to the merger become the obligations of the surviving entity;  (4) An action or proceeding pending by or against an entity that is a party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and  (5) Except as prohibited by other law, all rights, privileges, immunities, powers, and purposes of every entity that is a party to a merger become vested in the surviving entity.  (b) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be served, service of process may be made upon the surviving entity by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:  (1) The date the surviving entity receives the process, notice, or demand;  (2) The date shown on the return receipt, if signed on behalf of the surviving entity; or  (3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed.  (c) A general partner or limited partner of a surviving limited partnership shall be liable for all obligations of a party to the merger for which the general partner or limited partner was personally liable prior to the merger.  (d) Unless otherwise agreed, a merger of a limited partnership that is not the surviving entity in the merger shall not require the limited partnership to wind up its business under this chapter or pay its liabilities and distribute its assets pursuant to this chapter. [L 2003, c 210, pt of §1; am L 2004, c 121, §41; am L 2009, c 55, §51]
HI Rev Stat § 425E-1110 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1110 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.

 §425E-1110 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status. (a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger shall be ineffective without the consent of the partner, unless:  (1) The limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and  (2) The partner has consented to this provision in the limited partnership's partnership agreement.  (b) An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership shall be ineffective without the consent of each general partner unless:  (1) The limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and  (2) Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.  (c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-1112 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1112 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.

 §425E-1112 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. (a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:  (1) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 425E-402; and  (2) At the time the third party enters into the transaction, the third party:  (A) Does not have notice of the conversion or merger; and  (B) Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.  (b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:  (1) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 425E-402 if the person had been a general partner; and  (2) At the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party:  (A) Does not have notice of the dissociation;  (B) Does not have notice of the conversion or merger; and  (C) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.  (c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person shall be liable:  (1) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and  (2) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability. [L 2003, c 210, pt of §1]
HI Rev Stat § 425E-1113 (2021)
2021 Hawaii Revised Statutes|Title 23. Corporations and Partnerships|425E. Uniform Limited Partnership Act|425E-1113 Article not exclusive.

 §425E-1113 Article not exclusive. This article shall not preclude an entity from being converted or merged under other law. [L 2003, c 210, pt of §1]