reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-18.5 Trustees or receivers for dissolved professional corporations; appointment; powers; duties.

§415A-18.5 Trustees or receivers for dissolved professional corporations; appointment; powers; duties.
(a) When any professional corporation organized and authorized to issue shares under the laws of this State shall be or shall have been dissolved or shall cease or shall have ceased to exist, the circuit court, upon application of any creditor, stockholder, or director of the corporation, or any other person who shows good cause therefor, and upon a finding that the persons responsible for settling the unfinished business and winding up the affairs of the corporation either are not diligently pursuing such obligations, or cannot be found or otherwise are not available, may either appoint one or more of the directors of the corporation to be trustees or appoint one or more persons to be receivers of and for the corporation, to do all acts that are necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers shall be effective for the time period determined by the circuit court.
(b) The relief provided in this section shall be in addition to, and shall not limit or diminish, any remedies otherwise available under the common law or other state or federal statutes or rules. In the event of a conflict between this section and any common law or other state statutes or rules on the subject, the more beneficial provisions favoring the applicant shall prevail. [L 2008, c 54, §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-22 Annual report.

§415A-22 Annual report.
(a) The annual report of each professional corporation shall be delivered to the director for filing and shall set forth:
(1) The name of the corporation;
(2) The profession or professions that it is or are actually engaged in;
(3) The mailing address of its principal office, the street address of its registered office in this State, and the name of its registered agent at its registered office in the State;
(4) The names and addresses of the directors and officers of the corporation;
(5) A statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes, if any;
(6) A statement of the aggregate number of shares issued by the corporation, itemized by classes, if any; and
(7) A statement that all of the shareholders, not less than one-half of the directors, and all of the officers other than the secretary and treasurer of the corporation are qualified persons with respect to the corporation.
(b) The annual report shall be filed within the time periods prescribed in subsections (c) and (d).
(c) Notwithstanding any of the provisions of this chapter to the contrary, annual reports reflecting the period from January 1, 2002, through December 31, 2002, that would otherwise be required may be voluntarily filed with the department director if the annual report complies with the requirements of this section.
(d) Effective January 1, 2003, for professional corporations whose date of incorporation in this State falls between:
(1) January 1 and March 31, an annual report shall be filed on or before March 31 of each year and shall reflect the state of the corporation's affairs as of January 1 of the year when filed;
(2) April 1 and June 30, an annual report shall be filed on or before June 30 of each year and shall reflect the state of the corporation's affairs as of April 1 of the year when filed;
(3) July 1 and September 30, an annual report shall be filed on or before September 30 of each year and shall reflect the state of the corporation's affairs as of July 1 of the year when filed; and
(4) October 1 and December 31, an annual report shall be filed on or before December 31 of each year and shall reflect the state of the corporation's affairs as of October 1 of the year when filed;
provided that if a professional corporation is incorporated in the same year in which the annual report is due, the professional corporation shall not be required to file an annual report for that year. Thereafter, the professional corporation shall comply with the requirements of this section. [L 1985, c 259, pt of §1; am L 1987, c 135, §126; am L 2000, c 219, §28; am L 2002, c 130, §78; am L 2003, c 124, §42]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-24 Interrogatories by director.

§415A-24 Interrogatories by director.
The director may direct to any professional corporation organized to practice a profession within the jurisdiction of the director and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable the director to ascertain whether the corporation has complied with all of the provisions of this chapter applicable to the corporation. The interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the director, and the answers thereto shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by the individual, and if directed to a professional corporation, they shall be answered by the president, vice president, secretary, or assistant secretary thereof. The director shall certify to the attorney general, for any action the attorney general may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of this chapter.
Interrogatories directed to an individual or a professional corporation by the director and the answers thereto shall not be open to public inspection nor shall the director disclose any facts or information obtained therefrom except insofar as the director's official duty may require the same to be made public or in the event such interrogatories or the answers thereto are required for evidence in any criminal proceeding or any other action by this State. [L 1985, c 259, pt of §1; gen ch 1985; am L 1987, c 135, §128; am L 1996, c 13, §9]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-25 Penalties.

§415A-25 Penalties.
(a) Each professional corporation that fails or refuses to answer truthfully within the time prescribed by this chapter interrogatories directed to the professional corporation in accordance with this chapter by the director shall be guilty of a class C felony.
(b) Each officer or director of a professional corporation who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories directed to that officer or director in accordance with this chapter by the director, or who signs any articles, statement, report, application, or other document filed with the director which is known to that officer or director to be false in any material respect, shall be deemed to be guilty of a class C felony. [L 1985, c 259, pt of §1; am L 1987, c 135, §129]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-27 Application of business corporation act.

§415A-27 Application of business corporation act.
The provisions of chapter 414, shall apply to professional corporations, except to the extent that the provisions are inconsistent with this chapter. [L 1985, c 259, pt of §1; am L 1987, c 135, §131; am L 2002, c 40, §52]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-28 Application to existing corporations.

§415A-28 Application to existing corporations.
(a) This chapter shall apply to all existing professional corporations organized under any general act of this State which is repealed by this chapter.
(b) Any corporation organized under any act of this State which is not repealed hereby may become subject to the provisions of this chapter by delivering to the director duly executed articles of amendment stating that the corporation elects to become subject to this chapter and containing the amendment of its corporate name or purposes as may be required to comply with this chapter.
(c) This chapter shall not apply to any corporation now in existence or hereafter organized under any act of this State which is not repealed hereby unless the corporation voluntarily becomes subject to this chapter as provided in this chapter, and nothing contained in this chapter shall alter or affect any existing or future right or privilege permitting or not prohibiting performance of professional services through the use of any other form of business organization. Nothing in this chapter shall affect the validity of any action taken by any corporation, or shall impair or affect the validity of any provision of the articles of incorporation or bylaws adopted by any corporation prior to July 1, 1987. [L 1985, c 259, pt of §1; am L 1987, c 135, §132; am L 1996, c 13, §10]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-29 Reservation of power.

§415A-29 Reservation of power.
The legislature shall at all times have power to prescribe such regulations, provisions, and limitations as it may deem advisable, which regulations, provisions, and limitations shall be binding upon any and all corporations subject to this chapter, and the legislature shall have power to amend, repeal, or modify this chapter at pleasure. [L 1985, c 259, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-30 Effect of repeal of prior acts.

§415A-30 Effect of repeal of prior acts.
The repeal of a prior act by this chapter shall not affect the validity of any provisions of articles of incorporation and bylaws which were adopted, any right accrued or established, or any liability or penalty incurred, under the provisions of such act, prior to the repeal thereof. [L 1985, c 259, pt of §1]
Cross References
Effect of repeal on accrued rights, see §1-10.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-31 Effect of invalidity of part of this chapter.

§415A-31 Effect of invalidity of part of this chapter.
If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of this chapter, such judgment or decree shall not affect, impair, invalidate, or nullify the remainder of this chapter, but the effect thereof shall be confined to the clause, sentence, paragraph, section, or part of this chapter so adjudged to be invalid or unconstitutional. [L 1985, c 259, pt of §1]
Cross References
Severability, see §1-23.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 417E. Corporate Take-Overs › 417E-3 Filing of solicitation materials.

§417E-3 Filing of solicitation materials.
Copies of all advertisements, circulars, letters, or other materials published by the offeror or the target company, soliciting or requesting the acceptance or rejection of the take-over offer, shall be filed with the commissioner and sent to the target company or offeror, respectively, not later than the time copies of such solicitation materials are first published or used or sent to offerees. The commissioner may prohibit the use of any solicitation materials deemed false or misleading. [L 1985, c 32, pt of §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 417E. Corporate Take-Overs › 417E-4 Fraudulent and deceptive practices.

§417E-4 Fraudulent and deceptive practices.
It is unlawful for any offeror or target company or any controlling person of an offeror or target company or any broker-dealer acting on behalf of an offeror or target company to engage in any fraudulent, deceptive, or manipulative acts or practices in connection with a take-over offer. Fraudulent, deceptive, and manipulative acts or practices include, without limitation:
(1) The publication or use in connection with the offer of any false statement of a material fact or the omission to state a material fact necessary to make the statements made not misleading;
(2) The sale by any controlling shareholders of a target company of any of their equity securities to the offeror for a consideration greater than that to be paid other stockholders pursuant to the offer or the purchase of any of the securities of a controlling shareholder of the target company by the offeror for a consideration greater than that to be paid other shareholders, pursuant to an agreement not disclosed to the other shareholders;
(3) The refusal by a target company to permit an offeror who is a stockholder of record to examine its list of stockholders, and to make extracts therefrom, pursuant to the applicable corporation statutes, for the purpose of making a take-over offer in compliance with this chapter, or in lieu thereof, to mail any solicitation materials published by the offeror to its security holders with reasonable promptness after receipt from the offeror of such materials together with the reasonable expenses of postage and handling;
(4) The solicitation of any offeree for acceptance or rejection of a take-over offer or acquisition of any equity security pursuant to a take-over offer before the take-over offer is effective under this chapter or while the offer is suspended under this chapter. [L 1985, c 32, pt of §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 417E. Corporate Take-Overs › 417E-5 Limitations on offerors.

§417E-5 Limitations on offerors.
(a) No offeror may make a take-over offer which is not made to stockholders in this State on substantially the same terms as the offer is made to stockholders outside this State.
(b) An offeror shall provide that any equity securities of a target company deposited or tendered pursuant to a take-over offer may be withdrawn by or on behalf of any offeree at any time within seven days from the date the offer has become effective under this chapter and after sixty days from the date the offer has become effective under this chapter, except as the commissioner may otherwise prescribe by rule or order for the protection of investors.
(c) If an offeror makes a take-over offer for less than all the outstanding equity securities of any class, and if the number of securities deposited or tendered pursuant thereto within ten days after the offer has become effective under this chapter and copies of the offer, or notice of any increase in the consideration offered, are first published or sent or given to security holders is greater than the number the offeror has offered to accept and pay for, the securities shall be accepted pro rata, disregarding fractions, according to the number of securities deposited or tendered by each offeree.
(d) If an offeror varies the terms of a take-over offer before its expiration date by increasing the consideration offered to the security holders, the offeror shall pay the increased consideration for all equity securities accepted, whether such securities have been accepted by the offeror before or after the variation in the terms of the offer.
(e) No offeror shall make a take-over offer or acquire any equity securities in this State pursuant to the take-over offer, at any time when any proceeding by the commissioner is pending against the offeror alleging a violation of any provision of this chapter or chapter 485A.
(f) No offeror shall acquire, remove, or exercise control, directly or indirectly, over any target company assets located in this State pursuant to a take-over offer at any time when any proceeding by the commissioner is pending against the offeror alleging a violation of any provision of this chapter.
(g) No offeror shall acquire from any resident of this State in any manner any equity securities of any class of a target company at any time within two years following the last purchase of securities pursuant to a take-over offer with respect to that class, including, but not limited to, acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, recapitalization, reorganization, or any other similar transaction, unless the holders of the equity securities are afforded, at the time of the acquisition, a reasonable opportunity to dispose of the securities to the offeror upon substantially equivalent terms as those provided in the earlier take-over offer. [L 1985, c 32, pt of §2; am L 2006, c 229, §10]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 417E. Corporate Take-Overs › 417E-6 Administration, rules and orders.

§417E-6 Administration, rules and orders.
(a)
[Effective July 1, 2008, "chapter 485" changed to "chapter 485A". L 2006, c 229, §11.]
In administering this chapter, the commissioner may exercise all powers granted to the commissioner under chapter 485, which are not inconsistent with this chapter.
(b) The commissioner may make and adopt such rules and forms as are necessary to carry out the purposes of this chapter including, without limitation, rules defining terms used in this chapter.
(c) The commissioner, by rule or order, may exempt from any provisions of this chapter any proposed take-over offer or any category or type of take-over offer which the commissioner determines does not have the purpose or effect of changing or influencing the control of a target company or where the commissioner determines that compliance with this chapter is not necessary for the protection of the offerees, and the commissioner may similarly exempt any persons from the requirement of filing statements under this chapter. [L 1985, c 32, pt of §2]
Cross References
Rulemaking, see chapter 91.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 417E. Corporate Take-Overs › 417E-8 Injunctions.

§417E-8 Injunctions.
Whenever it appears to the commissioner that any person, including a controlling person of an offeror or target company, has engaged or is about to engage in any act or practice constituting a violation of this chapter or any rule or order hereunder, the commissioner is authorized to:
(1) Issue and cause to be served upon any person violating any of the provisions of this chapter an order requiring the person guilty thereof to cease and desist therefrom; and
(2) Bring an action in the appropriate circuit court to enjoin the acts or practices and to enforce compliance with this chapter or any rule or order hereunder, or refer the matter to the attorney general.
Upon a proper showing, the court may grant a permanent or temporary injunction or restraining order and may order rescission of any sales or purchases of securities determined to be unlawful under this chapter or any rule or order hereunder. The court may not require the commissioner to post a bond. [L 1985, c 32, pt of §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 417E. Corporate Take-Overs › 417E-9 Penalties.

§417E-9 Penalties.
(a) Any person, including a controlling person of an offeror or target company, who violates any provision of this chapter or any rule thereunder, or any order of the commissioner of which this person has notice, shall be subject to a fine of not more than $25,000 or imprisonment for not more than five years, or both. Each of the acts specified shall constitute a separate offense and a prosecution or conviction for any one of such offenses shall not bar prosecution or conviction for any other offense. No indictment or information may be returned under this chapter more than six years after the alleged violation.
(b) The commissioner may refer such evidence as is available concerning violations of this chapter or of any rule or order hereunder to the attorney general who, with or without any reference, may institute the appropriate criminal proceedings under this chapter.
(c) Nothing in this chapter limits the power of the State to punish any person for any conduct which constitutes a crime under any other statute.
(d) All shares acquired from a Hawaii resident in violation of any provision of this chapter or any rule hereunder, or any order of the commissioner of which the person has notice, shall be denied voting rights for one year after acquisition, the shares shall be nontransferable on the books of the target company for one year after acquisition and the target company, during this one-year period, shall have the option to call the shares for redemption either at the price at which the shares were acquired or at book value per share as of the last day of the fiscal quarter ended prior to the date of the call for redemption. Such a redemption shall occur on the date set in the call notice but not later than sixty days after the call notice is given. [L 1985, c 32, pt of §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 417E. Corporate Take-Overs › 417E-10 Civil liabilities.

§417E-10 Civil liabilities.
(a) Any offeror who purchases a security in connection with a take-over offer in violation of this chapter shall be liable to the person selling the security to the offeror who may sue either at law or in equity. In an action for rescission, the seller shall be entitled to recover the security, plus any income received by the purchaser thereon, upon tender of the consideration received. Tender requires only notice of willingness to pay the amount specified in exchange for the security. Any notice may be given by service as in civil actions or by certified mail to the last known address of the person liable. Damages are the excess of either the value of the security on the date of purchase or its present value, whichever is greater, over the present value of the consideration received for the security.
(b) Every person who directly or indirectly controls a person liable under this section, every partner, principal executive officer, or director of such person, every person occupying a similar status or performing similar functions, every employee of such person who materially aids in the act or transaction constituting violation, and every broker-dealer or agent who materially aids in the act or transaction constituting violation, is also liable jointly or severally with and to the same extent as such person, unless the person who would otherwise be so liable proves that the person did not know and in the exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist. There is contribution as in cases of contract among the several persons so liable.
(c) No action may be maintained under this section unless commenced before the expiration of three years after the act or transaction constituting the violation or the expiration of one year after the discovery of the facts constituting the violation, whichever first expires.
(d) The rights and remedies under this chapter are in addition to any other rights or remedies that may exist at law or in equity. [L 1985, c 32, pt of §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 417E. Corporate Take-Overs › 417E-11 Application of securities law.

§417E-11 Application of securities law.
All of the provisions of chapter 485A that are not in conflict with this chapter shall apply to any take-over offer involving a target company in this State. [L 1985, c 32, pt of §2; am L 2006, c 229, §12]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 419. Corporations Sole for Ecclesiastical Purposes › 419-1 Formation of corporation sole for ecclesiastical purposes.

§419-1 Formation of corporation sole for ecclesiastical purposes.
A nonprofit corporation sole may be formed hereunder by the bishop, chief priest, presiding elder, or other presiding officer of any church, for the purposes of administering and managing the affairs, property, and temporalities of the church, in the district within which the bishop, chief priest, presiding elder, or other presiding officer has ecclesiastical jurisdiction. [L Sp 1941, c 58, pt of §1(6765); RL 1945, §8401; RL 1955, §175-1; HRS §419-1]
Case Notes
To be a corporation sole, it must be created under statute. 16 H. 345.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 419. Corporations Sole for Ecclesiastical Purposes › 419-2 Articles of incorporation; contents.

§419-2 Articles of incorporation; contents.
(a) Articles of incorporation under this chapter shall be delivered to the director for filing, certified and executed by the bishop, chief priest, presiding elder, or other presiding officer forming the corporation sole and shall set forth:
(1) The name of the corporation;
(2) The name and address of the officer forming the corporation, the office which the officer holds in the church, and that the officer is duly authorized by the rules, regulations, or discipline of the church to take the action;
(3) The boundaries of the district subject to the ecclesiastical jurisdiction of the officer forming the corporation sole, in accordance with the rules, regulations, or discipline of the church;
(4) The place of the principal office of the corporation sole, which shall be in the State;
(5) The term for which the corporation sole is organized, which may be perpetual;
(6) The manner in which any vacancy occurring in the office of the bishop, chief priest, presiding elder, or other presiding officer forming the corporation sole is required to be filled by the rules, regulations, or constitution of the church;
(7) Additional powers to be set forth in its articles, in accordance with section 414D-52;
(8) Any lawful provision for the regulation of the affairs of the corporation sole, including restrictions upon the power to amend all or any part of the articles; and
(9) That the corporation is not organized for profit.
(b) If any articles of incorporation presented to the director under this chapter are not in conformity with the requirements of this section the director shall return the same to the incorporator specifying wherein the same fails to conform with this section and the incorporator may amend the articles and present them so amended. If the articles of incorporation are in conformity with law, the director shall file the articles of incorporation. [L Sp 1941, c 58, pt of §1(6766); RL 1945, §8402; RL 1955, §175-2; am L Sp 1959 2d, c 1, §15; am L 1963, c 114, §3; HRS §419-2; am L 1980, c 259, §15; am L 1982, c 204, §8; am L 1983, c 124, §17; gen ch 1985; am L 1988, c 373, §13; am L 2002, c 40, §53]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 419. Corporations Sole for Ecclesiastical Purposes › 419-3 Powers of corporation sole.

§419-3 Powers of corporation sole.
(a) Every corporation sole formed under this chapter shall have the powers set forth in section 414D-52.
(b) Every such corporation shall have continuity of existence, notwithstanding vacancies in the incumbency thereof, and during the period of any vacancy, shall have the same capacity and right to receive and take any gift, bequest, devise, or conveyance of property, either as grantee for its own use, or as a trustee (where the trusteeship is within its corporate purposes and subject to removal from such trusteeship as provided by law), and to be or be made the beneficiary of a trust, as though there were no vacancies.
(c) No agency created by a corporation sole by a written instrument which, in express terms, provides that the agency thereby created shall not be terminated by a vacancy in the incumbency of the corporation, shall be terminated or affected by the death of the incumbent of the corporation or by a vacancy in the incumbency thereof, however caused. [L Sp 1941, c 58, pt of §1(6767); RL 1945, §8403; RL 1955, §175-3; HRS §419-3; am L 1988, c 370, §1; am L 2002, c 40, §54]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 419. Corporations Sole for Ecclesiastical Purposes › 419-4 Amendment of articles.

§419-4 Amendment of articles.
Subject to the provisos set forth in this section, and subject to any lawful restrictions upon the power to amend the articles of incorporation sole filed under section 419-2, the incumbent of the corporation may at any time amend the articles of incorporation by changing its name, the term of its existence, the boundaries of the district subject to its jurisdiction, the place of its principal office, the manner of filling any vacancy in the incumbency thereof, its powers, or any provision of the articles for the regulation of the affairs of the corporation (except restrictions upon the power to amend the articles), and may, by amendment of the articles, make provision for any act or thing for which provision is authorized in original articles of incorporation sole formed under this chapter.
The incumbent of the corporation sole shall subscribe and verify a certificate which shall set forth the amendment either by stating that the articles have been amended to read as set forth in the certificate in full or by stating that any provision or provisions of the articles, which shall be identified by the numerical or other designation or designations thereof in the articles or by stating the wording thereof, has or have been amended to read as set forth in the certificate. The certificate shall further state that the amendment has been duly authorized by the rules, regulations, or discipline of the church of which the incumbent is an officer; provided that no amendment shall confer any other or greater powers or privileges than could lawfully be conferred or obtained in the original articles; provided further that no amendment shall become effective unless the same is allowed by the director of commerce and consumer affairs. [L Sp 1941, c 58, pt of §1(6768); RL 1945, §8404; RL 1955, §175-4; am L Sp 1959 2d, c 1, §15; am L 1963, c 114, §3; HRS §419-4; am L 1980, c 259, §16; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1988, c 373, §14]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 419. Corporations Sole for Ecclesiastical Purposes › 419-5 Name of incumbent; change in incumbency.

§419-5 Name of incumbent; change in incumbency.
There shall be filed, with the articles of incorporation, a statement duly certified and executed, which shall state the name and address of the person who is to be its incumbent, to which shall be appended a duly attested copy of the certificate of appointment or other document through which the person succeeded to the ecclesiastical office by virtue of which the person became entitled to be the incumbent of the corporation sole. Whenever a change in the incumbency of the corporation occurs, the new incumbent, within thirty days after the new incumbent has become the incumbent, shall file with the director of commerce and consumer affairs a like certificate with like proof of the new incumbent's title to the office. [L Sp 1941, c 58, pt of §1(6769); RL 1945, §8405; RL 1955, §175-5; am L Sp 1959 2d, c 1, §15; am L 1963, c 114, §3; HRS §419-5; am L 1982, c 204, §8; am L 1983, c 124, §17; gen ch 1985; am L 1988, c 373, §15]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 419. Corporations Sole for Ecclesiastical Purposes › 419-6 Distribution of assets; inspection of books.

§419-6 Distribution of assets; inspection of books.
Except upon liquidation of the property of the corporation in case of dissolution, no part of the assets, income, or earnings of the corporation shall be withdrawn from or sent out of the State, unless the remaining assets of the corporation shall then equal in value twice the amount of the indebtedness of the corporation.
The director of commerce and consumer affairs shall at all times have access to the books of the corporation. [L Sp 1941, c 58, pt of §1(6769A); RL 1945, §8406; RL 1955, §175-6; am L Sp 1959 2d, c 1, §15; am L 1963, c 114, §3; HRS §419-6; am L 1982, c 204, §8; am L 1983, c 124, §17]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 419. Corporations Sole for Ecclesiastical Purposes › 419-7 Duration.

§419-7 Duration.
If a corporation sole was dissolved due to the expiration of its period of duration, the corporation sole, at any time within two years of such dissolution, may amend its articles of incorporation to extend its period of duration; provided that if the name of the corporation sole, or a name substantially identical is registered or reserved by another entity, or if such name or a name substantially identical is registered as a trade name, trademark, or service mark, the extension of corporate existence shall be allowed only upon the registration of a new name by the corporation sole pursuant to section 419-4. [L Sp 1941, c 58, pt of §1(6769B); RL 1945, §8407; RL 1955, §175-7; am L Sp 1959 2d, c 1, §15; am L 1963, c 114, §3; HRS §419-7; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1988, c 373, §16; am L 2004, c 121, §22]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 419. Corporations Sole for Ecclesiastical Purposes › 419-8 Dissolution.

§419-8 Dissolution.
A corporation formed under this chapter may be dissolved, voluntarily or involuntarily, in the manner provided in part XIII of chapter 414D; provided that:
(1) In lieu of the certificate and vote therein required for a voluntary dissolution, the incumbent of the corporation sole shall execute, subscribe, and verify a declaration of dissolution which shall set forth the name of the corporation, the reason for its dissolution or winding up, and that the dissolution has been duly authorized by the church, to administer the affairs, property, and temporalities of which the corporation was organized, and the director of commerce and consumer affairs shall be satisfied that the dissolution has been duly authorized;
(2) In lieu of the certificate of an officer, director, or manager of the corporation, therein required for the involuntary dissolution of a corporation which has ceased to have any assets and has failed to function, the certificate may be made by any authorized officer of the church, to administer the affairs, property, and temporalities of which the corporation was organized;
(3) In lieu of the directors or managers of the corporation the incumbent shall be a trustee to wind up the corporation, unless some other person or persons are appointed as therein provided;
(4) The church, to administer the affairs, property, and temporalities of which the corporation was organized, shall stand in the place and stead of the stockholders, and may be represented in court by any authorized officer thereof or trustee acting in its behalf; the remaining assets shall be distributed to such church or to a trustee or trustees in its behalf, or in such other manner as may be decreed by the circuit court of the judicial circuit in which the dissolved corporation had its principal office at the date of dissolution; and the trustee or trustees in dissolution, the director, the attorney general, or any person connected with the church, may file a petition for the determination of the manner of distribution of the remaining assets, or for the appointment of a trustee or trustees to act in behalf of the church; and
(5) In lieu of the officers of the corporation the incumbent shall represent the corporation with respect to the required tax clearance. [L Sp 1941, c 58, pt of §1(6769C); RL 1945, §8408; RL 1955, §175-8; am L Sp 1959 2d, c 1, §15; am L 1963, c 114, §3; HRS §419-8; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1988, c 370, §2; am L 2002, c 40, §55]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 419. Corporations Sole for Ecclesiastical Purposes › 419-9 Corporations sole heretofore formed; general laws.

§419-9 Corporations sole heretofore formed; general laws.
(a) Any corporation sole heretofore formed and existing under the laws of this State for ecclesiastical purposes may elect to continue its existence under this chapter by filing an application for amendment of its charter in the manner and form provided for an application for an original charter, together with the required certificates as to the incumbency of the corporation. If such amendment is allowed by the director of commerce and consumer affairs, this chapter thereupon shall apply to such corporations sole the same as to corporations formed under this chapter.
(b) Any charter or amended charter granted or corporation created or existing under the authority of this chapter shall be subject to all general laws enacted in regard to corporations. [L Sp 1941, c 58, pt of §1(6769D); RL 1945, §8409; RL 1955, §175-9; am L Sp 1959 2d, c 1, §15; am L 1963, c 114, §3; HRS §419-9; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 2004, c 121, §23]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 420D. Sustainable Business Corporations › 420D-1 Purpose and findings.

§420D-1 Purpose and findings.
This chapter authorizes a designation and code of conduct for a business corporation to offer entrepreneurs and investors the option to build and invest in businesses that operate in a socially and environmentally sustainable manner. Enforcement of those responsibilities comes not from governmental oversight, but rather from new provisions on transparency and accountability included in this chapter. [L 2011, c 209, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 420D. Sustainable Business Corporations › 420D-3 Election of a domestic corporation to become a sustainable business corporation.

§420D-3 Election of a domestic corporation to become a sustainable business corporation.
(a) A domestic corporation incorporated under chapter 414 may elect to become a sustainable business corporation under this chapter by including in its articles or amending its articles to include a statement that the corporation is a sustainable business corporation. An amendment pursuant to this subsection shall not be effective unless it is adopted by at least the minimum status vote.
(b) If a corporation that is not a sustainable business corporation is a party to a merger, consolidation, or division, or is the exchanging corporation in a share exchange, and the surviving, new, or any resulting corporation in the merger, consolidation, division, or share exchange is to be a sustainable business corporation, then the plan of merger, consolidation, division, or share exchange shall not be effective unless it is adopted by the corporation by at least the minimum status vote. [L 2011, c 209, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 420D. Sustainable Business Corporations › 420D-4 Termination of sustainable business corporation status.

§420D-4 Termination of sustainable business corporation status.
(a) A sustainable business corporation may terminate its status as such and cease to be subject to this chapter by amending its articles to delete the statement that the corporation is a sustainable business corporation. An amendment pursuant to this subsection shall not be effective unless it is adopted by at least the minimum status vote.
(b) If a plan of merger, consolidation, division, or share exchange would have the effect of terminating the status of a business corporation as a sustainable business corporation, the plan shall not be effective unless it is adopted by at least the minimum status vote. [L 2011, c 209, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 420D. Sustainable Business Corporations › 420D-5 Corporate purposes.

§420D-5 Corporate purposes.
(a) Every sustainable business corporation shall have among its purposes the creation of a general public benefit.
(b) In addition to the general public benefit purpose required by subsection (a), the articles of a sustainable business corporation may identify one or more specific public benefits for which the sustainable business corporation was created. The identification of a specific public benefit under this subsection shall not limit the obligation of a sustainable business corporation to create a general public benefit. Allowable specific public benefits for sustainable business corporations subject to this chapter include:
(1) Providing low-income or underserved individuals or communities with beneficial products or services;
(2) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;
(3) Preserving the environment;
(4) Improving human health;
(5) Promoting the arts, sciences, or advancement of knowledge;
(6) Increasing the flow of capital to entities with a public benefit purpose;
(7) Accomplishing any other particular benefit for society or the environment; and
(8) Using the right to exclude, conferred by any and all patents in which the sustainable business corporation has an interest in this right through assignment, license, lien, security agreement, or obligation for the following purposes:
(A) Creating and retaining good jobs within the State as well as throughout the United States;
(B) Upholding fair labor standards nationally and internationally; provided that for purposes of this paragraph, "fair labor standards" shall be construed to prohibit child labor, forced or compulsory labor, discrimination in employment, restrictions on freedom of association, and denial of the right to collective bargaining; and
(C) Enhancing environmental protection nationally and internationally; provided that if the public benefit under this paragraph relating to the use of patents is specified, section 420D-4 shall not apply to the corporation and the sustainable business corporation status shall be permanent, and this specific public benefit shall not be deleted from the articles of the corporation pursuant to subsection (d), unless the annual statement of the benefit director concludes that the sustainable business corporation has failed to pursue this specific public benefit, then the corporation shall have its status as a sustainable business corporation terminated.
(c) The creation of general and specific public benefits as provided in subsections (a) and (b) shall be in the best interests of the sustainable business corporation.
(d) A sustainable business corporation may amend its articles to add, amend, or delete the identification of a specific public benefit for which the sustainable business corporation was created. An amendment pursuant to this subsection shall not be effective unless it is adopted by at least the minimum status vote. [L 2011, c 209, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 420D. Sustainable Business Corporations › 420D-6 Standard of conduct for directors.

§420D-6 Standard of conduct for directors.
(a) In discharging the duties of their respective positions, the board of directors, committees of the board, and individual directors of a sustainable business corporation, in considering the best interests of the sustainable business corporation:
(1) Shall consider the effects of any action of the sustainable business corporation upon:
(A) The shareholders of the sustainable business corporation; and
(B) The accomplishment of general and specific public benefits set forth in the sustainable business corporation's purposes; and
(2) May consider:
(A) The employees and workforce of the sustainable business corporation and its subsidiaries and suppliers;
(B) The interests of customers as beneficiaries of the general or specific public benefit purposes of the sustainable business corporation;
(C) Community and societal considerations, including those of any community in which offices or facilities of the sustainable business corporation or its subsidiaries or suppliers are located;
(D) The local and global environment;
(E) The short-term and long-term interests of the sustainable business corporation, including benefits that may accrue to the sustainable business corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the sustainable business corporation;
(F) The ability of the sustainable business corporation to accomplish its general public benefit purpose and any specific public benefit purpose;
(G) The resources, intent, and conduct of any person seeking to acquire control of the corporation; and
(H) Any other pertinent factors or the interests of any other group that they deem appropriate.
(b) A director shall not be personally liable for monetary damages for any action taken as a director if the director performed the duties of the director's office in compliance with the general standards of conduct pursuant to section 414-221. [L 2011, c 209, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 420D. Sustainable Business Corporations › 420D-7 Benefit director.

§420D-7 Benefit director.
(a) The board of directors of a sustainable business corporation shall include one director who shall be designated the "benefit director" and who shall have, in addition to all of the powers, duties, rights, and immunities of the other directors of the sustainable business corporation, the powers, duties, rights, and immunities provided in this section.
(b) The benefit director shall be elected pursuant to sections 414-193 and 414-194 and may be removed in the manner provided by sections 414-198 and 414-199. The benefit director may serve concurrently as the benefit officer. The articles or bylaws of a sustainable business corporation may prescribe additional qualifications of the benefit director; provided that the qualifications are consistent with this subsection.
(c) The benefit director shall prepare, and the sustainable business corporation shall include in the annual benefit report to shareholders required by section 420D-11, a statement whether, in the opinion of the benefit director, the sustainable business corporation acted in accordance with its general, and any specific, public benefit purpose in all material respects during the period covered by the report and whether the directors and officers complied with sections 420D-6(a) and 420D-8(a), respectively. If in the opinion of the benefit director the sustainable business corporation or its directors or officers failed to act according to the requirements of this chapter, then the statement of the benefit director shall include a description of the ways in which the sustainable business corporation or its directors or officers failed to act according to the requirements of this chapter. The benefit director's statement included in the final draft of the benefit report shall include formal responses to all questions, concerns, comments, and suggestions raised through the public comment period required by section 420D-11.
(d) A benefit director shall be independent of and shall have no material relationship with the sustainable business corporation. [L 2011, c 209, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 420D. Sustainable Business Corporations › 420D-8 Standard of conduct for officers.

§420D-8 Standard of conduct for officers.
(a) Each officer of a sustainable business corporation shall consider the interests and factors described in section 420D-6(a) in the manner provided in that section when:
(1) The officer has discretion to act with respect to a matter; and
(2) It reasonably appears to the officer that the matter may have a material effect on:
(A) The creation of a general or specific public benefit by the sustainable business corporation; or
(B) Any of the interests or factors referred to in section 420D-6(a).
(b) An officer shall not be personally liable for monetary damages for any action taken as an officer if the officer performed the duties of the position in compliance with the general standards of conduct pursuant to section 414-233. [L 2011, c 209, pt of §1]