reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-202 Amendment or restatement of certificate.

§425E-
202 Amendment or restatement of certificate.
(a) In order to amend its certificate of limited partnership, a limited partnership shall deliver to the director for filing an amendment or, pursuant to article 11, articles of merger stating:
(1) The name of the limited partnership;
(2) The date of filing of its initial certificate; and
(3) The changes the amendment makes to the certificate as most recently amended or restated.
(b) A limited partnership shall within thirty days deliver to the director for filing an amendment to a certificate of limited partnership to reflect:
(1) The admission of a new general partner;
(2) The dissociation of a person as a general partner; or
(3) The appointment of a person to wind up the limited partnership's activities under section 425E-803(c) or (d).
(c) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
(1) Cause the certificate to be amended; or
(2) If appropriate, deliver to the director for filing a statement of change pursuant to section 425E-115 or a certificate of correction pursuant to section 425E-207.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(e) A restated certificate of limited partnership may be delivered to the director for filing in the same manner as an amended certificate.
(f) Subject to section 425E-206(c), an amendment or restated certificate shall be effective when filed with the director. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-203 Statement of termination.

§425E-
203 Statement of termination.
(a) A dissolved limited partnership that has completed winding up may deliver to the director for filing a statement of termination that states:
(1) The name of the limited partnership;
(2) The date of filing of its initial certificate of limited partnership; and
(3) The effective date, which shall be a date and time certain, of cancellation, if it is not to be effective upon the filing of the certificate.
(b) A limited partnership shall be terminated upon the effective date of its statement of termination. The statement of termination may specify a delayed effective time and date, and if so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document shall be effective at the close of business on that date. A delayed effective date for a document shall not be later than the thirtieth day after the date it is filed.
(c) If a partnership has terminated by the expiration of its term of existence, the partners may, at any time within two years of such termination, by taking action consistent with the partnership agreement and by amending the partnership's certificate of limited partnership, extend the term of partnership. Such extension shall be effective from the original filing of the certificate.
(d) Within the applicable two-year period, should the name of the limited partnership, or a name substantially identical, be registered or reserved by another entity or should such name or a name substantially identical be registered as a trade name, trademark, or service mark, then extension of its term of existence shall be allowed only upon the registration of a new name by the limited partnership pursuant to the amendment provisions of this chapter. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-205 Signing and filing pursuant to judicial order.

§425E-
205 Signing and filing pursuant to judicial order.
(a) If a person required by this chapter to sign a record or deliver a record to the director for filing does not do so, any other person that is aggrieved may petition the circuit court to order:
(1) The person to sign the record and deliver the record to the director for filing; or
(2) The director to file the record unsigned.
(b) If the person aggrieved under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in the same action in combination or in the alternative.
(c) A record filed unsigned pursuant to this section shall be effective without being signed. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-206 Filing in the office of the director; effective time and date.

§425E-
206
Filing in the office of the director; effective time and date.
(a) A certified and executed certificate of limited partnership, any certificate of amendment or cancellation, or of any judicial decree of amendment or cancellation, an application for registration as a foreign limited partnership, or any certificate relating thereto, shall be delivered to the director for filing. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of that person's authority as a prerequisite to filing. Unless the director finds that any certificate does not conform to law, upon receipt of all filing fees required by law, the director shall:
(1) Stamp the document with the word "Filed" and the date of delivery thereof; and
(2) File the document in the director's office.
(b) Upon the filing of a certificate of amendment or judicial decree of amendment in the office of the director, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation or a judicial decree thereof, the certificate of limited partnership shall be canceled.
(c) Except as otherwise provided in subsection (d) and section 425E-207, a document accepted for filing shall be effective at the time of filing on the date it is filed, as evidenced by the director's date and time endorsement on the original document.
(d) Articles of conversion and articles of merger may specify a delayed effective time and date, and if so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document shall be effective at the close of business on that date. A delayed effective date for a document shall not be later than the thirtieth day after the date it is filed. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-206.5 Filing requirements; filing duty of the director.

§425E-206.5 Filing requirements; filing duty of the director.
(a) To be entitled to filing by the director a document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements.
(b) The document shall contain the information required by this chapter. It may contain other information as well.
(c) If the director has prescribed a mandatory form for the document, the document shall be in or on the prescribed form.
(d) The director's duty to file documents under this chapter is ministerial. The filing or refusal to file a document shall not:
(1) Affect the validity or invalidity of the document in whole or part;
(2) Relate to the correctness or incorrectness of information contained in the document; or
(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-207 Correcting a filed document.

§425E-
207
Correcting a filed document.
(a) A domestic or foreign limited partnership may correct a document filed by the director if the document:
(1) Contains an incorrect statement; or
(2) Was defectively executed, attested, sealed, verified, or acknowledged.
(b) A document is corrected:
(1) By preparing a certificate of correction that:
(A) Describes the document, including its file date or attaches a copy of it to the certificate;
(B) Specifies the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C) Corrects the incorrect statement or defective execution; and
(2) By delivering the certificate to the director for filing.
(c) A certificate of correction shall be effective as of the effective date of the document it corrects; provided that the certificate shall be effective when filed:
(1) For the purposes of section 425E-103(c) and (d); and
(2) As to persons relying on the uncorrected record and adversely affected by the correction. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-208 Liability for false information in a filed record.

§425E-208
Liability for false information in a filed record.
(a) If a record delivered to the director for filing under this chapter contains false information, any person that suffers loss by reliance on the false information may recover damages for the loss from:
(1) Any person who executes the record, or causes another to execute it on the person's behalf, and knew the information to be false or should have known the information was false at the time the record was executed; and
(2) Any general partner who has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under section 425E-202, file a petition pursuant to section 425E-205, or deliver to the director for filing a statement of change pursuant to section 425R-7 or a certificate of correction pursuant to section 425E-207.
(b) Signing a record authorized or required to be filed under this chapter constitutes an affirmation under the penalties of perjury that the facts stated in the record are true. [L 2003, c 210, pt of §1; am L 2009, c 55, §44]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-209 Certificates and certified copies to be received in evidence.

§425E-209 Certificates and certified copies to be received in evidence.
All certificates issued by the director pursuant to this chapter, and all copies of documents filed in the director's office pursuant to this chapter when certified by the director, shall be taken and received in all courts, public offices, and official bodies, as prima facie evidence of the facts therein stated. A certificate by the director, under the seal of the department of commerce and consumer affairs, as to the existence or nonexistence of the facts relating to corporations, shall be taken and received in all courts, public offices, and official bodies, as prima facie evidence of the existence or nonexistence of the facts therein stated. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-210 Annual statement.

§425E-
210 Annual statement.
(a) Each limited partnership and each foreign limited partnership authorized to transact business in this State shall deliver to the director for filing an annual statement that sets forth:
(1) The name of the limited partnership and the state or country under whose law it is formed;
(2) The mailing address of the limited partnership's principal office and the information required by section 425R-4(a); and
(3) The name and address of each general partner.
(b) The annual statement shall be filed within the time periods prescribed in subsection (c).
(c) Effective January 1, 2005, for each limited partnership whose date of registration in this State falls between:
(1) January 1 and March 31, an annual statement shall be filed on or before March 31 of each year and shall reflect the state of the limited partnership's affairs as of January 1 of the year when filed;
(2) April 1 and June 30, an annual statement shall be filed on or before June 30 of each year and shall reflect the state of the limited partnership's affairs as of April 1 of the year when filed;
(3) July 1 and September 30, an annual statement shall be filed on or before September 30 of each year and shall reflect the state of the limited partnership's affairs as of July 1 of the year when filed; and
(4) October 1 and December 31, an annual statement shall be filed on or before December 31 of each year and shall reflect the state of the limited partnership's affairs as of October 1 of the year when filed;
provided that if a limited partnership is registered in the same year in which the annual statement is due, the limited partnership shall not be required to file an annual statement for that year. Thereafter, the limited partnership shall comply with the requirements of this section.
(d) Each annual statement shall be certified as correct by any general partner. [L 2003, c 210, pt of §1; am L 2004, c 121, §36; am L 2009, c 55, §45]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-211 Fees for filing documents and issuing certificates.

§425E-
211
Fees for filing documents and issuing certificates.
(a) The following fees shall be paid to the director upon the filing of limited partnership documents:
(1) Certificate of limited partnership, $50;
(2) Any certificate of amendment, restatement, or correction, $10;
(3) Statement of termination, $10;
(4) Annual statement for domestic or foreign limited partnership, $10;
(5) Any other certificate or document of domestic or foreign limited partnership, $10;
(6) Application for certificate of authority, $100;
(7) Application for certificate of withdrawal of foreign limited partnership, $10;
(8) For filings relating to registered agents, the fees established by section 425R-2;
(9) Reservation of name, $10;
(10) Transfer of reservation of name, $10;
(11) Good standing certificate, $5;
(12) Articles of conversion or merger, $100;
(13) Special handling fee for review of articles of conversion or merger, $75;
(14) Special handling fee for review of any limited partnership document, $25;
(15) Special handling fee for certificates issued by the director, $10 per certificate; and
(16) Special handling fee for certification of documents, $10.
(b) The director shall charge and collect:
(1) For furnishing a certified copy of any document, instrument, or paper relating to a limited partnership, $10 for the certificate and affixing the seal thereto; and
(2) At the time of any service of process on the director as agent for service of process of a limited partnership, $10, which amount may be recovered as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action.
(c) All fees collected under this section shall be managed in accordance with section 26-9. [L 2003, c 210, pt of §1; am L 2004, c 116, §8 and c 117, §5; am L 2006, c 184, §22; am L 2012, c 58, §17]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-301 Limited partner.

§425E-301 Limited partner.
A person becomes a limited partner:
(1) As provided in the partnership agreement;
(2) As the result of a conversion or merger under article 11; or
(3) With the consent of all the partners. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-302 No right or power as limited partner to bind limited partnership.

§425E-
302 No right or power as limited partner to bind limited partnership.
A limited partner shall not have the right or the power as a limited partner to act for or bind the limited partnership. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-303 Liability as a limited partner.

§425E-
303 Liability as a limited partner.
An obligation of a limited partnership, whether arising in contract, tort, or otherwise, shall not be the obligation of a limited partner. A limited partner shall
not be personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-305 Limited duties of limited partners.

§425E-
305 Limited duties of limited partners.
(a) A limited partner shall not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.
(b) A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(c) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner's conduct furthers the limited partner's own interest. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-306 Person erroneously believing self to be a limited partner.

§425E-
306 Person erroneously believing self to be a limited partner.
(a) Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise shall not be liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
(1) Causes an appropriate certificate of limited partnership, amendment, or certificate of correction to be signed and delivered to the director for filing; or
(2) Withdraws from future participation as an owner in the enterprise by signing and delivering to the director for filing a statement of withdrawal under this section.
(b) A person that makes an investment described in subsection (a) shall be liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before a statement of withdrawal, certificate of limited partnership, amendment, or certificate of correction is filed with the director to show that the person is not a general partner.
(c) If a person makes a diligent effort in good faith to comply with subsection (a)(1) and is unable to cause the appropriate certificate of limited partnership, amendment, or certificate of correction to be signed and delivered to the director for filing, the person has the right to withdraw from the enterprise pursuant to subsection (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-401 General partner.

§425E-401 General partner.
A person becomes a general partner:
(1) As provided in the partnership agreement;
(2) Under section 425E-801(3)(B) following the dissociation of a limited partnership's last general partner;
(3) As the result of a conversion or merger under article 11; or
(4) With the consent of all the partners. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-402 General partner is an agent of the limited partnership.

§425E-
402 General partner is an agent of the limited partnership.
(a) Each general partner shall be an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under section 425E-103(d) that the general partner lacked authority.
(b) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-403 Limited partnership liable for general partner's actionable conduct.

§425E-
403 Limited partnership liable for general partner's actionable conduct.
(a) A limited partnership shall be liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission or other actionable conduct of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership.
(b) If, in the course of the limited partnership's activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property from a person not a partner, and the money or property is misapplied by a general partner, the limited partnership shall be liable for the loss. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-404 General partner's liability.

§425E-
404 General partner's liability.
(a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.
(b) A person that becomes a general partner of an existing limited partnership shall not be personally liable for an obligation of a limited partnership incurred before the person became a general partner.
(c) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner shall not be personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under section 425E-406(b)(2). [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-405 Actions by and against partnership and partners.

§425E-
405 Actions by and against partnership and partners.
(a) To the extent not inconsistent with section 425E-404, a general partner may be joined in an action against the limited partnership or named in a separate action.
(b) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner.
(c) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the general partner is personally liable for the claim under section 425E-404 and:
(1) A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) The limited partnership is a debtor in bankruptcy;
(3) The general partner has agreed that the creditor need not exhaust limited partnership assets;
(4) A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(5) Liability is imposed on the general partner by law or contract independent of the existence of the limited partnership. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-406 Management rights of general partners.

§425E-
406 Management rights of general partners.
(a) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.
(b) The consent of each general partner shall be necessary to:
(1) Amend the partnership agreement;
(2) Amend the certificate of limited partnership to add or, subject to section 425E-1110, delete a statement that the limited partnership is a limited liability limited partnership; and
(3) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the goodwill, other than in the usual and regular course of the limited partnership's activities.
(c) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.
(d) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.
(e) A payment or advance made by a general partner that gives rise to an obligation of the limited partnership under subsection (c) or (d) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(f) A general partner shall not be entitled to remuneration for services performed for the partnership. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-407 Right of general partner and former general partner to information.

§425E-
407 Right of general partner and former general partner to information.
(a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours:
(1) In the limited partnership's principal office, required information; and
(2) At a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership's activities and financial condition.
(b) Each general partner and the limited partnership shall furnish to a general partner:
(1) Without demand, any information concerning the limited partnership's activities and activities reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and
(2) On demand, any other information concerning the limited partnership's activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(c) Subject to subsection (e), within ten days of a demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (a) at the location specified in subsection (a) if:
(1) The information or record pertains to the period during which the person was a general partner;
(2) The person seeks the information or record in good faith; and
(3) The person satisfies the requirements imposed on a limited partner by section 425E-304(b).
(d) The limited partnership shall respond to a demand made pursuant to subsection (c) in the same manner as provided in section 425E-304(c).
(e) If a general partner dies, section 425E-704 applies.
(f) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership shall bear the burden of proving reasonableness.
(g) A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.
(h) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (f) or by the partnership agreement shall apply both to the attorney or other agent and to the general partner or person dissociated as a general partner.
(i) The rights under this section shall not extend to a person as transferee, but the rights under subsection (c) of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under section 425E-603(7)(B) or (C). [L 2003, c 210, pt of §1; am L 2009, c 55, §47]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-408 General standards of a general partner's conduct.

§425E-
408 General standards of a general partner's conduct.
(a) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (b) and (c).
(b) A general partner's duty of loyalty to the limited partnership and the other partners shall be limited to the following:
(1) To account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;
(2) To refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and
(3) To refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities.
(c) A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities shall be limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interest. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-501 Form of contribution.

§425E-501 Form of contribution.
A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-502 Liability for contribution.

§425E-
502 Liability for contribution.
(a) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership shall not be excused by the partner's death, disability, or other inability to perform personally.
(b) If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made.
(c) The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership that extends credit or otherwise acts in reliance on an obligation described in subsection (a), without notice of any compromise under this subsection, may enforce the original obligation. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-503 Sharing of distributions.

§425E-
503 Sharing of distributions.
A distribution by a limited partnership shall be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-506 Distribution in kind.

§425E-
506 Distribution in kind.
A partner shall not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to section 425E-812(b), a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner's share of distributions. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-507 Right to distribution.

§425E-
507 Right to distribution.
When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-508 Limitations on distribution.

§425E-
508 Limitations on distribution.
(a) A limited partnership may not make a distribution in violation of the partnership agreement.
(b) A limited partnership may not make a distribution if after the distribution:
(1) The limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or
(2) The limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution.
(c) A limited partnership may base a determination that a distribution is not prohibited under subsection (b) 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.
(d) Except as otherwise provided in subsection (g), the effect of a distribution under subsection (b) shall be measured:
(1) In the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and
(2) In all other cases, as of the date:
(A) The distribution is authorized, if the payment occurs within one hundred twenty days after that date; or
(B) The payment is made, if payment occurs more than one hundred twenty days after the distribution is authorized.
(e) A limited partnership's indebtedness to a partner incurred by reason of a distribution made in accordance with this section shall be at parity with the limited partnership's indebtedness to its general, unsecured creditors.
(f) A limited partnership's indebtedness, including indebtedness issued in connection with or as part of a distribution, shall not be considered a liability for purposes of subsection (b) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.
(g) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness shall be treated as a distribution, the effect of which is measured on the date the payment is made. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-509 Liability for improper distributions.

§425E-
509 Liability for improper distributions.
(a) A general partner that consents to a distribution made in violation of section 425E-508 shall be personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with section 425E-408.
(b) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of section 425E-508 shall be personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under section 425E-508.
(c) A general partner against which an action is commenced under subsection (a) may:
(1) Implead in the action any other person that is liable under subsection (a) and compel contribution from the person; and
(2) Implead in the action any person that received a distribution in violation of subsection (b) and compel contribution from the person in the amount the person received in violation of subsection (b).
(d) An action under this section is barred if it is not commenced within two years after the distribution. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-602 Effect of dissociation as a limited partner.

§425E-
602 Effect of dissociation as a limited partner.
(a) Upon a person's dissociation as a limited partner:
(1) Subject to section 425E-704, the person shall not have further rights as a limited partner;
(2) The person's obligation of good faith and fair dealing as a limited partner under section 425E-305(b) continues only as to matters arising and events occurring before the dissociation; and
(3) Subject to section 425E-704 and article 11, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation shall be owned by the person as a mere transferee.
(b) A person's dissociation as a limited partner shall not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-604 Person's power to dissociate as a general partner; wrongful dissociation.

§425E-
604 Person's power to dissociate as a general partner; wrongful dissociation.
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to section 425E-603(1).
(b) A person's dissociation as a general partner is wrongful only if:
(1) It is in breach of an express provision of the partnership agreement; or
(2) It occurs before the termination of the limited partnership, and:
(A) The person withdraws as a general partner by express will;
(B) The person is expelled as a general partner by judicial determination under section 425E-603(5);
(C) The person is dissociated as a general partner by becoming a debtor in bankruptcy; or
(D) In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it wilfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general partner shall be liable to the limited partnership and, subject to section 425E-1001, to the other partners for damages caused by the dissociation. The liability shall be in addition to any other obligation of the general partner to the limited partnership or to the other partners. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-605 Effect of dissociation as a general partner.

§425E-
605 Effect of dissociation as a general partner.
(a) Upon a person's dissociation as a general partner:
(1) The person's right to participate as a general partner in the management and conduct of the partnership's activities terminates;
(2) The person's duty of loyalty as a general partner under section 425E-408(b)(3) terminates;
(3) The person's duty of loyalty as a general partner under section 425E-408(b)(1) and (2) and duty of care under section 425E-408(c) continue only with regard to matters arising and events occurring before the person's dissociation as a general partner;
(4) The person may sign and deliver to the director for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated; and
(5) Subject to section 425E-704 and article 11, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned by the person as a mere transferee.
(b) A person's dissociation as a general partner shall not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-606 Power to bind, and liability to, limited partnership before dissolution of partnership of a person dissociated as general partner.

§425E-
606 Power to bind, and liability to, limited partnership before dissolution of partnership of a person dissociated as general partner.
(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under article 11, or merged out of existence under article 11, the limited partnership shall be bound by an act of the person only if:
(1) The act would have bound the limited partnership under section 425E-402 before the dissociation; and
(2) At the time the other party enters into the transaction:
(A) Less than two years has passed since the dissociation; and
(B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound shall be liable:
(1) To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and
(2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-607 Liability to other persons of person dissociated as a general partner.

§425E-
607 Liability to other persons of person dissociated as a general partner.
(a) A person's dissociation as a general partner shall not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person shall not be liable for a limited partnership's obligation incurred after dissociation.
(b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities shall be liable to the same extent as a general partner under section 425E-404 on an obligation incurred by the limited partnership under section 425E-804.
(c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities shall be liable on a transaction entered into by the limited partnership after the dissociation only if:
(1) A general partner would be liable on the transaction; and
(2) At the time the other party enters into the transaction:
(A) Less than two years has passed since the dissociation; and
(B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.
(e) A person dissociated as a general partner shall be released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation. [L 2003, c 210, pt of §1]