reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-41 Purposes.

§414-41 Purposes.
(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
(b) A corporation engaging in a business that is subject to regulation under another statute of this State may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-42 General powers.

§414-42 General powers.
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, the power:
(1) To sue and be sued, complain and defend in its corporate name;
(2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
(3) To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this State, for managing the business and regulating the affairs of the corporation;
(4) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
(6) To purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;
(7) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
(8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(9) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(10) To conduct its business, locate offices, and exercise the powers granted by this chapter within or without this State;
(11) To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;
(12) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;
(13) To make donations for the public welfare or for charitable, scientific, or educational purposes;
(14) To transact any lawful business that will aid governmental policy; and
(15) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-43 Emergency powers.

§414-43 Emergency powers.
(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:
(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:
(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
(1) Binds the corporation; and
(2) May not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-44 Ultra vires.

§414-44 Ultra vires.
(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged:
(1) In a proceeding by a shareholder against the corporation to enjoin the act;
(2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3) In a proceeding by the attorney general under section 414-411.
(c) In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-51 Corporate name.

§414-51 Corporate name.
(a) A corporate name:
(1) Must contain the word "corporation", "incorporated", or "limited", or the abbreviation "corp.", "inc.", or "ltd."; and
(2) May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 414-41 and its articles of incorporation.
(b) Except as authorized by subsections (c) and (d), a corporate name may not be the same as or substantially identical to:
(1) The name of any entity registered or authorized to transact business or conduct affairs under the laws of this State;
(2) A name the exclusive right to which is, at the time, reserved in this State;
(3) The fictitious name adopted by a foreign corporation authorized to transact business in this State because its real name is unavailable; and
(4) Any trade name, trademark, or service mark registered in this State.
(c) A corporation may apply to the department director for authorization to use a name that, based upon the department director's records, is substantially identical to one or more of the names described in subsection (b). The department director shall authorize use of the name applied for if:
(1) The other entity or holder of a reserved or registered name consents in writing to the use and registration of the name, and one or more words are added by the applicant to make the name distinguishable from the name on record; or
(2) The applicant delivers to the department director a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.
(d) A corporation may use the name (including the fictitious name) of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the proposed user corporation:
(1) Has merged with the other corporation;
(2) Has been formed by reorganization of the other corporation; or
(3) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(e) This chapter does not control the use of fictitious names. [L 2000, c 244, pt of §1; am L 2001, c 129, §13; am L 2012, c 58, §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-52 Reserved name.

§414-52 Reserved name.
(a) A person may reserve the exclusive use of a domestic or foreign corporate name including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department director for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the department director finds that the corporate name applied for is available, the department director shall reserve the name for the applicant's exclusive use for a one hundred twenty-day period.
(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the department director a signed notice of the transfer that states the name and address of the transferee. [L 2000, c 244, pt of §1; am L 2001, c 129, §14]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-53 Administrative order of abatement for infringement of corporate name.

§414-53 Administrative order of abatement for infringement of corporate name.
(a) Any domestic corporation in good standing or foreign corporation authorized to do business in this State claiming that the name of any entity registered or authorized to transact business under the laws of this State is substantially identical to, or confusingly similar to, its name may file a petition with the department director for an administrative order of abatement to address the infringement of its name. The petition shall set forth the facts and authority that support the petitioner's claim that further use of the name should be abated. The petitioner, at the petitioner's expense, shall notify the registrant of the hearing in the manner prescribed by chapter 91 and the registrant shall be given an opportunity to respond to the petition at the hearing. The notice shall be made and the hearing held in accordance with the contested case provisions of chapter 91.
(b) In addition to any other remedy or sanction allowed by law, the order of abatement may:
(1) Allow the entity to retain its registered name, but:
(A) Require the entity to register a new trade name with the department director; and
(B) Require the entity to conduct business in this State under this new trade name; or
(2) (A) Require the entity to change its registered name;
(B) Require the entity to register the new name with the department director; and
(C) Require the entity to conduct business in this State under its new name.
If the entity fails to comply with the order of abatement within sixty days, the department director may involuntarily dissolve or terminate the entity, or cancel or revoke the entity's registration or certificate of authority; after the time to appeal has lapsed and no appeal has been timely filed. The department director shall mail notice of the dissolution, termination, or cancellation to the entity at its last known mailing address. The entity shall wind up its affairs in accordance with this chapter or chapter 414D, 415A, 425, 425E, or 428, as applicable.
(c) Any person aggrieved by the department director's order under this section may obtain judicial review in accordance with chapter 91 by filing a notice of appeal in circuit court within thirty days after the issuance of the department director's order. The trial by the circuit court of any such proceeding shall be de novo. Review of any final judgment of the circuit court under this section shall be governed by chapter 602. [L 2000, c 244, pt of §1; am L 2001, c 129, §15; am L 2002, c 40, §40; am L 2003, c 210, §5]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-61 Registered agent.

§414-61 Registered agent.
Each corporation shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be:
(1) An individual who resides in this State;
(2) A domestic entity authorized to transact business or conduct affairs in this State; or
(3) A foreign entity authorized to transact business or conduct affairs in this State. [L 2000, c 244, pt of §1; am L 2001, c 129, §16; am L 2002, c 130, §11; am L 2009, c 55, §5]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-62 Designation or change of registered agent.

§414-62 Designation or change of registered agent.
(a) A corporation that does not already have a registered agent shall designate its registered agent by complying with section 425R-4.
(b) A corporation may change its registered agent by complying with section 425R-7.
(c) If the registered agent changes its name, its address, or its type or jurisdiction of organization, the agent shall comply with the requirements of section 425R-8 or 425R-9, whichever is applicable. [L 2000, c 244, pt of §1; am L 2001, c 129, §17; am L 2002, c 130, §12; am L 2009, c 55, §6]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-63 Resignation of registered agent.

§414-63 Resignation of registered agent.
A registered agent may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 2000, c 244, pt of §1; am L 2001, c 129, §18; am L 2009, c 55, §7]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-64 Service on corporation.

§414-64 Service on corporation.
(a) Service of any notice or process authorized by law issued against any corporation, whether domestic or foreign, by any court, judicial or administrative officer, or board, may be made in the manner provided by law upon any registered agent, officer, or director of the corporation who is found within the jurisdiction of the court, officer, or board; or if any registered agent, officer, or director cannot be found, upon the manager or superintendent of the corporation or any person who is found in charge of the property, business, or office of the corporation within the jurisdiction.
(b) If no officer, director, manager, superintendent, or other person in charge of the property, business, or office of the corporation can be found within the State, and the corporation has not filed with the department director, pursuant to this chapter, the name of a registered agent upon whom legal notice and process from the courts of the State may be served, or the person named is not found within the State, service may be made upon the corporation by registered or certified mail, return receipt requested, addressed to the corporation at its principal office.
(c) Service using registered or certified mail is perfected at the earliest of:
(1) The date the corporation receives the mail;
(2) The date shown on the return receipt, if signed on behalf of the corporation; or
(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
(d) Nothing contained in this section shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner permitted by law. [L 2000, c 244, pt of §1; am L 2001, c 129, §19; am L 2006, c 184, §3]
Case Notes
Where plaintiff improperly served defendant's counsel via mail and not in person pursuant to subsection (a) and the Hawaii rules of civil procedure rule 4(c) and (d), and also served defendant's temporary receptionist who was not a registered agent, officer, or director of defendant authorized to receive service of process, circuit court properly set aside court clerk's entry of default. 126 H. 190 (App.), 268 P.3d 443 (2011).
Where plaintiff improperly served the complaint on plaintiff's wife, who was not an officer or director of defendant corporation and was not an agent authorized to receive service of process, service of the complaint and summons was not properly made upon defendant as required by this section or the Hawaii rules of civil procedure rule 4; the default judgment was thus void for lack of jurisdiction over defendant corporation and the circuit court properly set aside the default judgment. 126 H. 190 (App.), 268 P.3d 443 (2011).
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-71 Authorized shares.

§414-71 Authorized shares.
(a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 414-72.
(b) The articles of incorporation must authorize:
(1) One or more classes of shares that together have unlimited voting rights; and
(2) One or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
(c) The articles of incorporation may authorize one or more classes of shares that:
(1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this chapter;
(2) Are redeemable or convertible as specified in the articles of incorporation:
(A) At the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;
(B) For cash, indebtedness, securities, or other property; and
(C) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or
(4) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
(d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-72 Terms of class or series determined by board of directors.

§414-72 Terms of class or series determined by board of directors.
(a) If and to the extent the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in section 414-71) of:
(1) Any class of shares before the issuance of any shares of that class; or
(2) One or more series within a class before the issuance of any shares of that series.
(b) Each series of a class must be given a distinguishing designation.
(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.
(d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the department director for filing an articles of amendment, or a resolution, which is effective without shareholder action, that sets forth:
(1) The name of the corporation;
(2) The text of the amendment or resolution determining the terms of the class or series or shares;
(3) The date it was adopted; and
(4) A statement that the amendment or resolution was duly adopted by the board of directors.
Upon the filing of the articles of amendment or resolution by the department director, it shall constitute an amendment of the articles of incorporation. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-73 Issued and outstanding shares.

§414-73 Issued and outstanding shares.
(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.
(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) and section 414-111.
(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-74 Fractional shares.

§414-74 Fractional shares.
(a) A corporation may:
(1) Issue fractions of a share or pay in money the value of fractions of a share;
(2) Arrange for disposition of fractional shares by the shareholders; or
(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by section 414-86(b).
(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:
(1) That the scrip will become void if not exchanged for full shares before a specified date; and
(2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-81 Subscription for shares before incorporation.

§414-81 Subscription for shares before incorporation.
(a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b) The board of directors may determine the payment terms of subscription for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than twenty days after the corporation sends written demand for payment to the subscriber.
(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 414-82. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-82 Issuance of shares.

§414-82 Issuance of shares.
(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.
(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.
(e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be canceled in whole or part. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-83 Liability of shareholders.

§414-83 Liability of shareholders.
(a) A purchaser from a corporation of the corporation's own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (section 414-82) or specified in the subscription agreement (section 414-81).
(b) Unless otherwise provided in the articles of incorporation a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that such shareholder may become personally liable by reason of such shareholder's own acts or conduct. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-84 Share dividends.

§414-84 Share dividends.
(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.
(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:
(1) The articles of incorporation so authorize;
(2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or
(3) There are no outstanding shares of the class or series to be issued.
(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-85 Share options.

§414-85 Share options.
A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to be issued. The documents evidencing such rights, options, or warrants may include conditions that preclude the holder or holders, including any subsequent transferees, of at least a specified percentage of the common shares of a corporation from exercising such rights, options, or warrants. [L 2000, c 244, pt of §1; am L 2002, c 130, §13]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-86 Form and content of certificates.

§414-86 Form and content of certificates.
(a) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.
(b) At a minimum each share certificate must state on its face:
(1) The name of the issuing corporation and that it is organized under the law of this State;
(2) The name of the person to whom issued; and
(3) The number and class of shares and the designation of the series, if any, the certificate represents.
(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
(d) Each share certificate:
(1) Must be signed (either manually or in facsimile) by two officers designated in the bylaws or by the board of directors; and
(2) May bear the corporate seal or its facsimile.
(e) If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-87 Shares without certificates.

§414-87 Shares without certificates.
(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
(b) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by section 414-86(b) and (c), and, if applicable, section 414-88. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-88 Restriction on transfer of shares and other securities.

§414-88 Restriction on transfer of shares and other securities.
(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 414-87(b). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.
(c) A restriction on the transfer or registration of transfer of shares is authorized:
(1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders;
(2) To preserve exemptions under federal or state securities law; or
(3) For any other reasonable purpose.
(d) A restriction on the transfer or registration of transfer of shares may:
(1) Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;
(2) Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;
(3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or
(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
(e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-101 Shareholders' preemptive rights.

§414-101 Shareholders' preemptive rights.
(a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.
(b) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" (or words of similar import) means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:
(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them;
(2) A shareholder may waive the shareholder's preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration;
(3) There is no preemptive right with respect to:
(A) Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;
(B) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;
(C) Shares authorized in articles of incorporation that are issued within six months from the effective date of incorporation; or
(D) Shares sold otherwise than for money;
(4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class;
(5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights; or
(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.
(c) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
(d) Nothing in this section shall affect the validity of any action taken prior to April 21, 1953, by any corporation. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-102 Corporation's acquisition of its own shares.

§414-102 Corporation's acquisition of its own shares.
(a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.
(b) If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon delivery to the department director for filing, a statement of cancellation showing the reduction in the authorized shares.
(c) The statement of cancellation must set forth:
(1) The name of the corporation;
(2) The number of acquired shares canceled, itemized by class and series; and
(3) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-111 Distributions to shareholders.

§414-111 Distributions to shareholders.
(a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c).
(b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the corporation's shares), it is the date the board of directors authorizes the distribution.
(c) No distribution may be made if, after giving it effect:
(1) The corporation would not be able to pay its debts as they become due in the usual course of business; or
(2) The corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.
(d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(e) Except as provided in subsection (g), the effect of a distribution under subsection (c) is measured:
(1) In the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of:
(A) The date money or other property is transferred or debt incurred by the corporation; or
(B) The date the shareholder ceases to be a shareholder with respect to the acquired shares;
(2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
(3) In all other cases, as of:
(A) The date the distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization; or
(B) The date the payment is made if it occurs more than one hundred twenty days after the date of authorization.
(f) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.
(g) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (c) if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-121 Annual meeting.

§414-121 Annual meeting.
(a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.
(b) Annual shareholders' meetings may be held in or out of this State at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office. Notwithstanding the foregoing, the bylaws may authorize the board of directors, in its sole discretion, to determine that the annual meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized under subsection (c).
(c) If authorized by the board of directors in its sole discretion, and subject to guidelines and procedures adopted by the board, shareholders and proxies of shareholders not physically present at a meeting of shareholders, by means of remote communication, may:
(1) Participate in a meeting of shareholders; and
(2) Be deemed present in person and vote at a meeting of shareholders whether the meeting is held at a designated place or solely by means of remote communication; provided that the corporation shall:
(A) Implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxy of a shareholder;
(B) Implement reasonable measures to provide shareholders and proxies of shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting concurrently with the proceedings; and
(C) Maintain a record of voting or action by any shareholder or proxy of a shareholder that votes or takes other action at the meeting by means of remote communication.
(d) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws shall not affect the validity of any corporate action. [L 2000, c 244, pt of §1; am L 2002, c 130, §14]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-122 Special meeting.

§414-122 Special meeting.
(a) A corporation shall hold a special meeting of shareholders:
(1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or
(2) If the holders of at least ten per cent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(b) If not otherwise fixed under section 414-123 or 414-127, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(c) Special shareholders' meetings may be held in or out of this State at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office. Notwithstanding the foregoing, the bylaws may authorize the board of directors, in its sole discretion, to determine that the special meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by section 414-121(c).
(d) Only business within the purpose or purposes described in the meeting notice required by section 414-125(c) may be conducted at a special shareholders' meeting. [L 2000, c 244, pt of §1; am L 2002, c 130, §15]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-123 Court-ordered meeting.

§414-123 Court-ordered meeting.
(a) The circuit court may summarily order a meeting to be held:
(1) On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting; or
(2) On application of a shareholder who signed a demand for a special meeting valid under section 414-122, if:
(A) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or
(B) The special meeting was not held in accordance with the notice.
(b) The court may fix the time and place of the meeting or determine that the meeting shall be held solely by means of remote communication as authorized by section 414-121(c), determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting. [L 2000, c 244, pt of §1; am L 2002, c 130, §16]