reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1109 Effect of merger.

§425E-1109 Effect of merger.
(a) When a merger becomes effective:
(1) The separate existence of each entity that is a party to the merger, other than the surviving entity, terminates;
(2) All property owned by each of the entities that are parties to the merger vests in the surviving entity;
(3) All debts, liabilities, and other obligations of each entity that is a party to the merger become the obligations of the surviving entity;
(4) An action or proceeding pending by or against an entity that is a party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and
(5) Except as prohibited by other law, all rights, privileges, immunities, powers, and purposes of every entity that is a party to a merger become vested in the surviving entity.
(b) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be served, service of process may be made upon the surviving entity by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:
(1) The date the surviving entity receives the process, notice, or demand;
(2) The date shown on the return receipt, if signed on behalf of the surviving entity; or
(3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed.
(c) A general partner or limited partner of a surviving limited partnership shall be liable for all obligations of a party to the merger for which the general partner or limited partner was personally liable prior to the merger.
(d) Unless otherwise agreed, a merger of a limited partnership that is not the surviving entity in the merger shall not require the limited partnership to wind up its business under this chapter or pay its liabilities and distribute its assets pursuant to this chapter. [L 2003, c 210, pt of §1; am L 2004, c 121, §41; am L 2009, c 55, §51]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1110 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.

§425E-
1110 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.
(a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger shall be ineffective without the consent of the partner, unless:
(1) The limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and
(2) The partner has consented to this provision in the limited partnership's partnership agreement.
(b) An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership shall be ineffective without the consent of each general partner unless:
(1) The limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and
(2) Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1112 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.

§425E-
1112 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
(a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 425E-402; and
(2) At the time the third party enters into the transaction, the third party:
(A) Does not have notice of the conversion or merger; and
(B) Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 425E-402 if the person had been a general partner; and
(2) At the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party:
(A) Does not have notice of the dissociation;
(B) Does not have notice of the conversion or merger; and
(C) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person shall be liable:
(1) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(2) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1114 Foreign mergers.

§425E-1114 Foreign mergers.
(a) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and the foreign entity shall be the surviving entity, it shall, within sixty days after the merger becomes effective, file with the department director a certificate evidencing the merger, duly authenticated by the proper officer of the state or country under the laws of which the statutory merger was effectuated. The certificate evidencing the merger shall be evidence of a change of name if the name of the surviving entity is changed thereby. If the certificate is in a foreign language, a translation under oath of the translator shall accompany the certificate.
(b) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and that entity shall not be the surviving entity, the surviving entity shall, within sixty days after the merger becomes effective, file with the director a certificate evidencing the merger in the form prescribed by subsection (a). [L 2003, c 210, pt of §1; am L 2004, c 121, §42]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1201 Uniformity of application and construction.

§425E-1201 Uniformity of application and construction.
In applying and construing this chapter, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1202 Severability clause.

§425E-
1202 Severability clause.
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1203 Relation to Electronic Signatures in Global and National Commerce Act.

§425E-
1203 Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, Title 15 United States Code section 7001 et seq.; provided that this chapter does not modify, limit, or supersede section 101(c) of that Act or authorize electronic delivery of any of the notices described in section 103(b) of that Act. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1204 Application to existing relationships.

§425E-
1204 Application to existing relationships.
(a) Before December 31, 2004, this chapter governs only:
(1) A limited partnership formed on or after July 1, 2004; and
(2) Except as otherwise provided in subsections (c) and (d), a limited partnership formed before July 1, 2004, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.
(b) Except as otherwise provided in subsection (c), on and after December 31, 2004, this chapter shall govern all limited partnerships.
(c) With respect to a limited partnership formed before July 1, 2004, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) Section 425E-104(c) shall not apply and the limited partnership has whatever duration it had under the law applicable immediately before July 1, 2004;
(2) Sections 425E-601 and 425E-602 shall not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before July 1, 2004;
(3) Section 425E-603(4) shall not apply;
(4) Section 425E-603(5) shall not apply and a court has the same power to expel a general partner as the court had immediately before July 1, 2004; and
(5) Section 425E-801(3) shall not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before July 1, 2004.
(d) With respect to a limited partnership that elects pursuant to subsection (a)(2) to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership's general partners to third parties apply:
(1) Before December 31, 2004, to:
(A) A third party that had not done business with the limited partnership in the year before the election took effect; and
(B) A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and
(2) On and after December 31, 2004, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under paragraph (1)(B). [L 2003, c 210, pt of §1; am L 2006, c 184, §31]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1205 Savings clause.

§425E-
1205 Savings clause.
This chapter shall not affect an action commenced, proceeding brought, or right accrued before July 1, 2004. [L 2003, c 210, pt of §1]
Revision Note
"July 1, 2004" substituted for "this chapter takes effect".
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1206 Personal liability and penalty.

§425E-1206 Personal liability and penalty.
(a) Any general partner who neglects or fails to comply with any provision of this chapter shall severally forfeit to the State $25 for each month the neglect or failure continues, to be recovered by action brought in the name of the State by the director; provided that as to the forfeiture penalty, the director, for good cause shown, may reduce or waive the penalty.
(b) Any person who signs or certifies as correct any statement or certificate filed pursuant to this chapter, knowing the same to be false in any material particular, shall be guilty of a class C felony.
(c) Any person who negligently, but without intent to defraud, signs or certifies as correct any statement or certificate, filed pursuant to this chapter, that is false in any material particular, shall be punished by a fine not exceeding $500. [L 2006, c 184, §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425R. Registered Agents Act › 425R-2 Fees.

§425R-2 Fees.
(a) The director shall collect the following fees when a filing is made under this chapter:
(1) Commercial registered agent listing statement, $100;
(2) Commercial registered agent termination statement, $25;
(3) Statement of change, $25 for each affected entity; provided that if more than two hundred simultaneous filings are made, the fee shall be reduced to $1 for each affected entity;
(4) Statement of resignation, $25 for each affected entity; provided that if more than two hundred simultaneous filings are made, the fee shall be reduced to $1 for each affected entity;
(5) Statement appointing an agent for service of process, $25 for each affected entity; provided that if more than two hundred simultaneous filings are made, the fee shall be reduced to $1 for each affected entity.
(b) The director shall collect the following fees for copying and certifying a copy of any document filed under this chapter:
(1) For copying, twenty-five cents per page; and
(2) For certifying the copy, $10 per certified copy. [L 2009, c 55, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425R. Registered Agents Act › 425R-3 Addresses in filings.

§425R-3 Addresses in filings.
Whenever a provision of this chapter other than section 425R-10(a)(4) requires that a filing state an address, the filing shall state an actual street address or rural route box number in the State. [L 2009, c 55, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425R. Registered Agents Act › 425R-4 Appointment of registered agent.

§425R-4 Appointment of registered agent.
(a) An entity's or other person's registered agent filing, as defined by this chapter, shall state:
(1) The name of the represented entity's commercial registered agent; or
(2) If the entity does not have a commercial registered agent:
(A) The name of the individual or the name, type, and jurisdiction of organization of the entity's noncommercial registered agent and the address of a place of business of the person in this State to which service of process and other notice and documents being served on or sent to the entity represented by it may be delivered; or
(B) The title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office in the State of that person; provided that the office or other position stated in the filing shall comport with the requirements of sections 414-64, 414D-74, 415A-27, 425-21, 425E-117, and 428-110.
(b) The appointment of a registered agent pursuant to subsection (a)(1) or [(a)(2)(A)] is an affirmation by the represented entity that the agent has consented to serve as such. [L 2009, c 55, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425R. Registered Agents Act › 425R-5 Listing of commercial registered agent.

§425R-5 Listing of commercial registered agent.
(a) An individual or a domestic or foreign entity may become listed as a commercial registered agent by filing with the director a certified commercial registered agent listing statement signed by or on behalf of the person that states:
(1) The name of the individual or the name, type, and jurisdiction of organization of the entity;
(2) That the person is in the business of serving as a commercial registered agent in the State; and
(3) The address of a place of business of the person in the State to which service of process and other notice and documents being served on or sent to entities represented by it may be delivered.
(b) The name of a person filing a commercial registered agent listing statement shall comport with the requirements of section 414-51, 414D-61, 415A-8, 425-6, 425E-108, or 428-105, whichever is applicable. If the name of a foreign entity or individual is substantially identical to another name in the business registry, the person shall adopt a fictitious name that is not substantially identical and deliver to the director for filing a copy of a certificate of registration of a trade name and use that name in its statement and when it does business in the State as a commercial registered agent.
(c) A commercial registered agent listing statement takes effect on filing.
(d) The director shall note the filing of the commercial registered agent listing statement in the business registry maintained by the director for each entity represented by the registered agent at the time of the filing. The statement has the effect of deleting the address of the registered agent from the registered agent filing of each of those entities. [L 2009, c 55, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425R. Registered Agents Act › 425R-6 Termination of listing of commercial registered agent.

§425R-6 Termination of listing of commercial registered agent.
(a) A commercial registered agent may terminate its listing as a commercial registered agent by filing with the director a commercial registered agent termination statement signed by or on behalf of the agent that states:
(1) The name of the agent as currently listed under section 425R-5; and
(2) That the agent is no longer in the business of serving as a commercial registered agent in the State.
(b) A commercial registered agent termination statement takes effect on the thirty-first day after the day on which it is filed.
(c) The commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of the commercial registered agent termination statement.
(d) When a commercial registered agent termination statement takes effect, the registered agent ceases to be an agent for service of process on each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent appoints a new registered agent, service of process may be made on the entity as provided by law. Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity may have against the agent or that the agent may have against the entity. [L 2009, c 55, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425R. Registered Agents Act › 425R-7 Change of registered agent by entity

§425R-7 Change of registered agent by entity
. (a) A represented entity may change the information currently on file under section 425R-4(a) by filing with the director a certified statement of change signed on behalf of the entity that states the:
(1) Name of the entity; and
(2) Information that is to be in effect as a result of the filing of the statement of change.
(b) Interest holders or governors of a domestic entity need not approve the filing of a:
(1) Statement of change under this section; or
(2) Similar filing changing the registered agent or registered office of the entity in any other jurisdiction.
(c) The appointment of a registered agent pursuant to subsection (a) is an affirmation by the represented entity that the agent has consented to serve as such.
(d) A statement of change filed under this section takes effect on filing. [L 2009, c 55, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425R. Registered Agents Act › 425R-8 Change of name or address by noncommercial registered agent.

§425R-8 Change of name or address by noncommercial registered agent.
(a) If a noncommercial registered agent changes its name or its address as currently in effect with respect to a represented entity pursuant to section 425R-4(a), the agent shall file with the director, with respect to each entity represented by the agent, a certified statement of change signed by or on behalf of the agent that states:
(1) The name of the entity;
(2) The name and address of the agent as currently in effect with respect to the entity;
(3) If the name of the agent has changed, its new name; and
(4) If the address of the agent has changed, the new address.
(b) A statement of change filed under this section takes effect on filing.
(c) A noncommercial registered agent shall promptly furnish the represented entity with notice in a record of the filing of a statement of change and the changes made by the filing. [L 2009, c 55, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425R. Registered Agents Act › 425R-9 Change of name, address, or type of organization by commercial registered agent.

§425R-9 Change of name, address, or type of organization by commercial registered agent.
(a) If a commercial registered agent changes its name, its address as currently listed under section 425R-5(a), or its type or jurisdiction of organization, the agent shall file with the director a certified statement of change signed by or on behalf of the agent which states:
(1) The name of the agent as currently listed under section 425R-5(a);
(2) If the name of the agent has changed, its new name;
(3) If the address of the agent has changed, the new address; and
(4) If the type or jurisdiction of organization of the agent has changed, the new type or jurisdiction of organization.
(b) The filing of a statement of change under subsection (a) is effective to change the information regarding the commercial registered agent with respect to each entity that has filed to be represented by the agent.
(c) A statement of change filed under this section takes effect on filing.
(d) A commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of a statement of change relating to the name or address of the agent and the changes made by the filing.
(e) If a commercial registered agent changes its address without filing a statement of change as required by this section within thirty days of the address change, the director may cancel the listing of the agent under section 425R-5. A cancellation under this subsection has the same effect as a termination under section 425R-6. Promptly after canceling the listing of an agent, the director shall serve notice in a record in the manner provided by law on:
(1) Each entity represented by the agent, stating that the agent has ceased to be an agent for service of process on the entity and that, until the entity appoints a new registered agent, service of process may be made on the entity as provided by law; and
(2) The agent, stating that the listing of the agent has been canceled under this section. [L 2009, c 55, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425R. Registered Agents Act › 425R-10 Resignation of registered agent.

§425R-10 Resignation of registered agent.
(a) A registered agent may resign at any time with respect to a represented entity by filing with the director a certified statement of resignation signed by or on behalf of the agent that states:
(1) The name of the entity;
(2) The name of the agent;
(3) That the agent resigns from serving as agent for service of process for the entity; and
(4) The name and address of the person to which the agent will send the notice required by subsection (c).
(b) A statement of resignation takes effect on the earlier of the thirty-first day after the day on which it is filed or the appointment of a new registered agent for the represented entity.
(c) The registered agent shall promptly furnish the represented entity notice in a record of the date on which a statement of resignation was filed.
(d) When a statement of resignation takes effect, the registered agent ceases to have responsibility for any matter tendered to it as agent for the represented entity. A resignation under this section does not affect any contractual rights the entity has against the agent or that the agent has against the entity.
(e) A registered agent may resign with respect to a represented entity whether or not the entity is in good standing. [L 2009, c 55, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425R. Registered Agents Act › 425R-11 Duties of registered agent.

§425R-11 Duties of registered agent.
The only duties under this chapter of a registered agent that has complied with this chapter are:
(1) To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent;
(2) To provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity;
(3) If the agent is a noncommercial registered agent, to keep current the information required by section 425R-4(a) in the most recent registered agent filing for the entity; and
(4) If the agent is a commercial registered agent, to keep current the information listed for it under section 425R-5(a). [L 2009, c 55, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425R. Registered Agents Act › 425R-12 Jurisdiction and venue.

§425R-12 Jurisdiction and venue.
The appointment or maintenance of a registered agent in the State does not by itself create the basis for personal jurisdiction over the represented entity in the State. The address of the agent does not determine venue in an action or proceeding involving the entity. [L 2009, c 55, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425R. Registered Agents Act › 425R-13 Relation to Electronic Signatures in Global and National Commerce Act.

§425R-13 Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 United States Code section 7001, et seq., but does not modify, limit, or supersede section 101(c) of that Act, 15 United States Code section 7001(c), or authorize delivery of any of the notices described in section 103(b) of that Act, 15 United States Code section 7003(b). [L 2009, c 55, pt of §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-102 Knowledge and notice.

§428-102 Knowledge and notice.
(a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if the person:
(1) Knows the fact;
(2) Has received a notification of the fact; or
(3) Has reason to know the fact exists from all of the facts known to the person at the time in question.
(c) A person notifies or gives a notification of a fact to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
(d) A person receives a notification when the notification:
(1) Comes to the person's attention; or
(2) Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(e) An entity knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the entity knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention had the entity exercised reasonable diligence. An entity exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the entity and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the entity to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. [L 1996, c 92, pt of §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-103 Effect of operating agreement; nonwaivable provisions.

§428-103 Effect of operating agreement; nonwaivable provisions.
(a) Except as provided in subsection (b), all the members of a limited liability company may enter into an operating agreement to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.
(b) The operating agreement may not:
(1) Unreasonably restrict a right to information or access to records under section 428-408;
(2) Eliminate the duty of loyalty under section 428-409(b) or 428-603(b)(3), but the agreement may:
(A) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(B) Specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(3) Unreasonably reduce the duty of care under section 428-409(c) or 428-603(b)(3);
(4) Eliminate the obligation of good faith and fair dealing under section 428-409(d), but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(5) Vary the right to expel a member in an event specified in section 428-601(5);
(6) Vary the requirement to wind up the limited liability company's business in a case specified in section 428-801(3) or 428-801(4); or
(7) Restrict rights of third parties under this chapter, other than managers, members, or their transferees. [L 1996, c 92, pt of §1; am L 1999, c 164, §2; am L 2004, c 121, §44]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-104 Supplemental principles of law.

§428-104 Supplemental principles of law.
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in section 478-2. [L 1996, c 92, pt of §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-105 Name.

§428-105 Name.
(a) The name of a limited liability company must contain "limited liability company" or the abbreviation "L.L.C." or "LLC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". The letters in the name of a limited liability company must be letters of the English alphabet.
(b) Except as authorized by subsections (c) and (d), the name of a limited liability company shall not be the same as, or substantially identical to:
(1) The name of any domestic corporation, partnership, limited partnership, limited liability company, or limited liability partnership existing or registered under the laws of this State;
(2) The name of any foreign corporation, partnership, limited partnership, limited liability company, or limited liability partnership authorized to transact business in this State;
(3) A name the exclusive right to which is reserved under the laws of this State;
(4) A fictitious name approved under section 428-1005 for a foreign limited liability company authorized to transact business in this State because its real name is unavailable; or
(5) Any trade name, trademark, or service mark registered in this State.
(c) A limited liability company may apply to the director for authorization to use a name that, upon the records of the department, is the same as, or is substantially identical to, one or more of the names described in subsection (b). The director may authorize use of a substantially identical name applied for if:
(1) The present user, registrant, or owner of a reserved or registered name consents in writing to the use and registration of the name, and one or more words are added by the applicant to make the name distinguishable from the name on record; or
(2) The applicant delivers to the director a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.
(d) A limited liability company may use the name, including a fictitious name, of another domestic or foreign entity which is used in this State if the other entity is organized or authorized to transact business in this State and the company proposing to use the name has:
(1) Merged with the other entity; or
(2) Been formed by reorganization with the other entity. [L 1996, c 92, pt of §1; am L 1999, c 249, §31; am L 2000, c 219, §69; am L 2001, c 129, §88; am L 2012, c 58, §19]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-105.5 Administrative order of abatement for infringement of limited liability company name.

§428-105.5 Administrative order of abatement for infringement of limited liability company name.
(a) Any domestic limited liability company in good standing or foreign limited liability company authorized to do business in this State claiming that the name of another domestic corporation, partnership, limited partnership, limited liability partnership, or limited liability company existing under the laws of this State, or any foreign corporation, partnership, limited partnership, limited liability partnership, or foreign limited liability company authorized to transact business in the State is substantially identical to, or confusingly similar with, its name may file a petition with the director for an administrative order of abatement to address the infringement of its name. The petition shall set forth the facts and authority that support the petitioner's claim that further use of the name should be abated. The petitioner, at the petitioner's expense, shall notify the registrant of the hearing and the registrant shall be given an opportunity to address the petition at a full hearing. The notice shall be made and the hearing held in accordance with the contested case provisions of chapter 91.
(b) In addition to any other remedy or sanction allowed by law, the order of abatement may:
(1) Allow the entity to retain its registered name, but:
(A) Require the entity to register a new trade name with the director; and
(B) Require the entity to conduct business in this State under this new trade name; or
(2) (A) Require the entity to change its registered name;
(B) Require the entity to register the new name with the director; and
(C) Require the entity to conduct business in this State under its new name.
If an entity fails to comply with the order of abatement within sixty days, the director may involuntarily dissolve or terminate the entity, or cancel or revoke the entity's registration or certificate of authority, after the time to appeal has lapsed and no appeal has been timely filed. The director shall mail notice of the dissolution, termination, or cancellation to the entity at its last known mailing address. The entity shall wind up its affairs in accordance with chapter 414, 414D, 415A, 425, 425E, or 428, as applicable.
(c) Any person aggrieved by the director's order under this section may obtain judicial review in accordance with chapter 91 by filing a notice of appeal within thirty days after the issuance of the director's order. The trial by the circuit court of any such proceeding shall be de novo. Review of any final judgment of the circuit court under this section shall be governed by chapter 602. [L 1999, c 250, §6; am L 2002, c 40, §65; am L 2003, c 210, §9]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-106 Reserved name.

§428-106 Reserved name.
(a) A person may reserve the exclusive use of the name of a limited liability company or a foreign limited liability company, including a fictitious name for a foreign limited liability company whose company name is not available, by delivering an application to the director for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the director finds that the name applied for is available, it shall be reserved for the applicant's exclusive use for a one hundred twenty-day period from the date of filing.
(b) The owner of a name so reserved may transfer the reservation to another person by delivering to the director a signed notice of the transfer which states the name and address of the transferee. [L 1996, c 92, pt of §1; am L 2001, c 129, §89]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-107 Registered agent.

§428-107 Registered agent.
A limited liability company and a foreign limited liability company authorized to transact business in this State shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be:
(1) An individual who resides in this State;
(2) A domestic entity authorized to transact business in this State; or
(3) A foreign entity authorized to transact business in this State. [L 1996, c 92, pt of §1; am L 2003, c 124, §70; am L 2009, c 55, §52]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-108 Change of registered agent.

§428-108 Change of registered agent.
(a) A limited liability company or a foreign limited liability company may change its registered agent by complying with the requirements of section 425R-7.
(b) If a registered agent changes its name, its address or its type or jurisdiction of organization, the agent shall comply with the requirements of section 425R-8 or 425R-9, whichever is applicable. [L 1996, c 92, pt of §1; am L 2002, c 130, §102; am L 2009, c 55, §53]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-109 Resignation of registered agent.

§428-109 Resignation of registered agent.
A registered agent of a domestic or foreign limited liability company may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 1996, c 92, pt of §1; am L 2002, c 130, §103; am L 2003, c 124, §71; am L 2009, c 55, §54]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-110 Service of process.

§428-110 Service of process.
(a) Service of any notice or process authorized by law that is issued against a domestic or foreign limited liability company by any court, judicial or administrative officer, or board, may be made in the manner provided by law upon any registered agent, manager, if the company is manager-managed, or upon any member if the company is member-managed, who is found within the jurisdiction of the court, officer, or board; or if any registered agent, manager, or member cannot be found, upon any person who is found in charge of the property, business, or office of the company within the jurisdiction of the court, officer, or board.
(b) If no manager, member, or other person in charge of the property, business, or office of the limited liability company can be found within the State, and the limited liability company has not filed with the director pursuant to this chapter, the name of a registered agent upon whom legal notice and process from the courts of the State may be served, or the person named is not found within the State, service may be made upon the limited liability company by registered or certified mail, return receipt requested, addressed to the limited liability company at its principal office.
(c) Service by registered or certified mail is perfected at the earliest of:
(1) The date the company receives the mail;
(2) The date shown on the return receipt, if signed on behalf of the company; or
(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
(d) Nothing contained herein shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a limited liability company or foreign limited liability company in any other manner permitted by law. [L 1996, c 92, pt of §1; am L 2001, c 129, §90; am L 2003, c 124, §72; am L 2006, c 184, §33]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-111 Nature of business and powers.

§428-111 Nature of business and powers.
(a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of this State governing or regulating business.
(b) Unless its articles of organization provide otherwise, a limited liability company has the same powers as an individual to do all things necessary or convenient to carry on its business or affairs, including power to:
(1) Sue and be sued, and defend in its company name;
(2) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located;
(3) Sell, convey, mortgage, grant a security interest in, lease, exchange, and otherwise encumber or dispose of all or any part of its property;
(4) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, grant a security interest in, or otherwise dispose of and deal in and with, shares or other interests in or obligations of any other entity;
(5) Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the limited liability company, and secure any of its obligations by a mortgage on or a security interest in any of its property, franchises, or income;
(6) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(7) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(8) Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this State;
(9) Elect managers and appoint officers, employees, and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit;
(10) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former members, managers, officers, employees, and agents;
(11) Make donations for the public welfare or for charitable, scientific, or educational purposes; and
(12) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business of the limited liability company. [L 1996, c 92, pt of §1; am L 1999, c 164, §3]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-202 Organization.

§428-202 Organization.
(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the director for filing.
(b) The existence of a limited liability company begins when the articles of organization are filed.
(c) The filing of the articles of organization by the director is conclusive proof that the organizers satisfied all conditions precedent to the creation of the organization.
[L 1996, c 92, pt of §1; am L 1997, c 4, §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-203 Articles of organization.

§428-203 Articles of organization.
(a) Articles of organization of a limited liability company shall set forth:
(1) The name of the company;
(2) The mailing address of the company's initial principal office and the information required by section 425R-4(a);
(3) The name and address of each organizer;
(4) Whether the duration of the company is for a specified term and, if so, the period specified;
(5) Whether the company is to be manager-managed, and:
(A) If so, the name and address of each initial manager, and the number of initial members; or
(B) If not, the name and address of each initial member; and
(6) Whether the members of the company are to be liable for its debts and obligations under section 428-303(c).
(b) Articles of organization of a limited liability company may set forth:
(1) Provisions permitted to be set forth in an operating agreement; or
(2) Other matters not inconsistent with law.
(c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of section 428-103(b). As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:
(1) The operating agreement controls as to managers, members, and members' transferees; and
(2) The articles of organization control as to persons other than managers, members, and their transferees who rely on the articles to their detriment.
(d) The duration of a limited liability company is at-will unless a term for its duration is specified in its articles of organization. [L 1996, c 92, pt of §1; am L 2000, c 219, §70; am L 2002, c 130, §104; am L 2009, c 55, §55]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-204 Articles of amendment.

§428-204 Articles of amendment.
A limited liability company may amend its articles of organization from time to time, in any and in as many respects as may be desired, so long as its articles of organization as amended contain only those provisions which may be lawfully contained in original articles of organization at the time of making the amendment. The articles of amendment shall be delivered to the director for filing and shall set forth:
(1) The name of the limited liability company; and
(2) The amendment to the articles of organization, referencing specifically the provisions being amended. [L 1996, c 92, pt of §1; am L 2000, c 219, §71]