reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-282 Withdrawal of foreign corporation.

§414D-282 Withdrawal of foreign corporation.
(a) A foreign corporation authorized to transact business in this State shall not withdraw from this State until it obtains a certificate of withdrawal from the department
director.
(b) A foreign corporation authorized to transact business in this State may apply for a certificate of withdrawal by delivering an application to the department director for filing. The application shall set forth:
(1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2) That it is not transacting business in this State and that it surrenders its authority to transact business in this State;
(3) That it revokes the authority of its registered agent to accept service on its behalf, and consents that service of process in any action or proceeding based upon any cause of action arising in this State during the time the corporation was authorized to conduct affairs in this State may thereafter be made on such corporation by service thereof on the department director; and
(4) A mailing address to which the department director may mail a copy of any process served on the department director under paragraph (3).
(c) After the withdrawal of the corporation is effective, service of process on the department director under this section is service on the foreign corporation. Upon receipt of process, the department
director shall mail a copy of the process to the foreign corporation at the mailing
address set forth in its application for withdrawal.
(d) After the filing of the application of withdrawal, the department director shall issue a certificate of withdrawal that shall be effective as of the date of the filing of the application of withdrawal, and the authority of the foreign corporation to transact business in this State shall cease. [L 2001, c 105, pt of §1; am L 2002, c 130, §66]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-283 Grounds for revocation of certificate of authority.

§414D-283 Grounds for revocation of certificate of authority.
The department director may commence a proceeding under section 414D-284 to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if:
(1) The corporation fails to:
(A) Pay any fees prescribed by law;
(B) File its annual report for a period of two years;
(C) Appoint and maintain an agent for service of process as required; or
(D) File a statement of a change in the name or business address of the agent as required by chapter 425R; or
(2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record or document submitted by the corporation. [L 2001, c 105, pt of §1; am L 2002, c 130, §67; am L 2003, c 124, §39; am L 2009, c 55, §27]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-284 Procedure and effect of revocation.

§414D-284 Procedure and effect of revocation.
(a) The department director upon determining that one or more grounds exist under section 414D-283 for revocation of a certificate of authority shall give written notice of the department director's determination by mailing the notice to the foreign corporation at its last known address appearing in the records of the department director.
(b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the department
director that each ground for revocation determined by the department director does not exist within sixty days after the date of mailing of the department director's written notice, the department director may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date.
(c) Upon revoking any certificate of authority, the department director shall issue a certificate of revocation that shall be filed in the department director's office, and the authority of the foreign corporation to transact business in this State shall immediately cease.
(d) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation. [L 2001, c 105, pt of §1; am L 2003, c 124, §40]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-285 Appeal from revocation.

§414D-285 Appeal from revocation.
(a) A foreign corporation may appeal the department director's revocation of its certificate of authority to the circuit court within thirty days after the certificate of revocation is signed. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the department
director's certificate of revocation.
(b) The court may summarily order the department director to reinstate the certificate of authority or may take any other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-301 Corporate records.

§414D-301 Corporate records.
(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by section 414D-148(d).
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e) A corporation shall keep a copy of the following records at its principal office:
(1) Articles or restated articles of incorporation and all amendments to them currently in effect;
(2) Bylaws or restated bylaws and all amendments to them currently in effect;
(3) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;
(4) Minutes of all meetings of members and records of all actions approved by the members for the past three years;
(5) All written financial statements furnished for the past three years under section 414D-306;
(6) A list of the names and business or home addresses of its current directors and officers; and
(7) The most recent annual report delivered to the department director under section 414D-308. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-302 Inspection of records by members.

§414D-302 Inspection of records by members.
(a) Subject to sections 414D-301(e) and 414D-303(c), a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in section 414D-301(e) if the member gives the corporation written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy.
(b) A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy:
(1) Excerpts from any records required to be maintained under section 414D-301(a), to the extent not subject to inspection under subsection (a);
(2) Accounting records of the corporation; and
(3) Subject to sections 414D-109(b) and 414D-305, the membership list.
(c) A member may inspect and copy the records identified in subsection (b) only if:
(1) The member's demand is made in good faith and for a proper purpose;
(2) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and
(3) The records are directly connected with this purpose.
(d) This section does not affect:
(1) The right of a member to inspect records:
(A) Under section 414D-109; or
(B) If the member is in litigation with the corporation to the same extent as any other litigant; or
(2) The power of a court, independently of this chapter, to compel the production of corporate records for examination. [L 2001, c 105, pt of §1; am L 2002, c 130, §68]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-303 Scope of inspection rights.

§414D-303 Scope of inspection rights.
(a) A member's agent or attorney shall have the same inspection and copying rights as the member the agent or attorney represents.
(b) The right to copy records under section 414D-302 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(c) The corporation may impose a reasonable charge, covering the costs of labor and materials, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.
(d) The corporation may comply with a member's demand to inspect the record of members under section 414D-302(b)(3) by providing the member with a list of its members that was compiled no earlier than the date of the member's demand. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-304 Court-ordered inspection.

§414D-304 Court-ordered inspection.
(a) If a corporation does not allow a member who complies with section 414D-302(a) to inspect and copy any records required by that section to be available for inspection, the court in the county where the corporation's principal office (or, if none in this State, in the city and county of Honolulu) is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.
(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with section 414D-302(b) and (c) may apply to the court in the county where the corporation's principal office (or, if none in this State, in the city and county of Honolulu) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis to doubt the right of the member to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. [L 2001, c 105, pt of §1; am L 2009, c 55, §28]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-305 Limitations on use of membership list.

§414D-305 Limitations on use of membership list.
Without consent of the board, a membership list or any part thereof shall not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board, a membership list or any part thereof shall not be:
(1) Used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
(2) Used for any commercial purpose;
(3) Sold to or purchased by any person; or
(4) Published in whole or in part to the general public. [L 2001, c 105, pt of §1; am L 2002, c 130, §69]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-306 Financial statements for members.

§414D-306 Financial statements for members.
(a) A corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
(b) If annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records:
(1) Stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-306.5 Inspection of records by directors.

§414D-306.5 Inspection of records by directors.
(a) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation, including the records described in section 414D-301, at any reasonable time to the extent reasonably related to the performance of the director's duties, including the director's duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation or law.
(b) The circuit court of the county where the corporation's principal office (or if none in this State, registered office) is located may order inspection and copying of the books, records, and documents demanded at the corporation's expense, upon application of a director who has been refused such inspection or copying rights, unless the corporation establishes that the director is not entitled to such inspection or copying rights. The court shall dispose of an application under this subsection on an expedited basis.
(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the demanding director from using information obtained upon exercise of the inspection or copying rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the demanding director for the director's costs, including reasonable attorney's fees, incurred in connection with making the application. [L 2013, c 126, §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-307 Report of indemnification to members.

§414D-307 Report of indemnification to members.
If a corporation indemnifies or advances expenses to a director under sections 414D-160 to 414D-163, in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-308 Annual report.

§414D-308 Annual report.
(a) Each domestic corporation, and each foreign corporation authorized to transact business in the State, shall deliver to the department director an annual report on a form prescribed and furnished by the department director that sets forth:
(1) The name of the corporation and the jurisdiction under whose law it is incorporated;
(2) The mailing address of its principal office and the information required by section 425R-4(a);
(3) The names and addresses of its directors and officers; and
(4) A brief description of the nature of its activities.
(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 a domestic or foreign corporation whose date of incorporation or registration 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 domestic or foreign corporation is incorporated or registered in the same year in which the annual report is due, the domestic or foreign corporation shall not be required to file an annual report for that year. Thereafter, the domestic or foreign corporation shall comply with the requirements of this section.
(e) If an annual report does not contain the information required by this section, the department
director shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the department
director within thirty days after the effective date of notice, it shall be deemed to have been timely filed. [L 2001, c 105, pt of §1; am L 2002, c 130, §70; am L 2003, c 124, §41; am L 2004, c 121, §20; am L 2009, c 55, §29]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-311 Superseding chapters.

§414D-311 Superseding chapters.
In the event of any conflict between the provisions of this chapter and the provisions of chapter 421J, 514B, or 514E, the provisions of chapter 421J, 514B, or 514E shall supersede and control the provisions of this chapter. [L 2002, c 130, §3; am L 2004, c 164, §11; am L 2005, c 93, §7; am L 2008, c 28, §8; am L 2017, c 181, §15]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-321 Application to existing domestic corporations.

Note
Part renumbered by L 2002, c 130, §37.
§414D-321 Application to existing domestic corporations.
This chapter applies to all domestic corporations in existence on July 1, 2002, that were incorporated under any general statute of this State providing for incorporation of nonprofit corporations. [L 2001, c 105, pt of §1; am L 2002, c 130, §71]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-322 Application to qualified foreign corporations.

§414D-322 Application to qualified foreign corporations.
A foreign corporation authorized to transact business in this State on July 1, 2002 shall be subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter. [L 2001, c 105, pt of §1]
Revision Note
"July 1, 2002" substituted for "the effective date of this chapter".
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-323 Saving provisions.

§414D-323 Saving provisions.
(a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect:
(1) The operation of the statute or any action taken under it before its repeal;
(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3) Any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;
(4) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or
(5) Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.
(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
(c) 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, 2002. [L 2001, c 105, pt of §1; am L 2002, c 130, §72]
Revision Note
"July 1, 2002" substituted for "the effective date of this chapter".
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-324 Severability.

§414D-324 Severability.
If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414E. Control Share Acquisitions › 414E-1 Definitions.

§414E-1 Definitions.
As used in this chapter, unless the context otherwise requires:
"Acquiring person" means a person who is required to deliver an information statement.
"Beneficial ownership" shall be determined pursuant to section 13 of the federal Securities Exchange Act of 1934 and the rules adopted thereunder, as amended.
"Control share acquisition" means an acquisition of shares of an issuing public corporation resulting in beneficial ownership by an acquiring person of a new range of voting power specified in this chapter, but does not include an acquisition:
(1) Before or pursuant to an agreement entered into before July 1, 1987;
(2) By a donee pursuant to an inter vivos gift not made to avoid this chapter or by a distributee as defined in chapter 560;
(3) Pursuant to a security agreement not created to avoid this chapter;
(4) Pursuant to a merger or share exchange executed in accordance with applicable law, if the issuing public corporation is a party to the plan of merger or share exchange;
(5) From the issuing public corporation;
(6) That is approved by resolution of the board of directors of the issuing public corporation before the acquisition occurs; or
(7) That the board of directors of the issuing public corporation determines, by resolution before the acquisition occurs, is not a control share acquisition.
"Issuing public corporation" means a corporation incorporated in this State with at least one hundred shareholders and having its principal place of business or substantial assets located in this State. [L 2001, c 129, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-2 Definitions.

§415A-2 Definitions.
As used in this chapter, unless the context otherwise requires, the term:
"Director" means the director of commerce and consumer affairs.
"Disqualified person" means any natural person, corporation, partnership, fiduciary, trust, association, government agency, or other entity which for any reason is or becomes ineligible under this chapter to own shares issued by a professional corporation.
"Licensing authority" means the officer, board, agency, court, or other authority in this State which has the power to issue a license or other legal authorization to render a professional service.
"Other entity" includes a domestic or foreign corporation, whether organized for profit or not, a domestic or foreign limited liability company, general partnership, limited partnership, or limited liability partnership.
"Professional corporation" means a domestic professional corporation for profit subject to this chapter.
"Professional service" means any service that lawfully may be rendered only by persons licensed under chapters 442, 448, 453, 455, 457, 459, 461, 463E, 465, 466, 471, and 605.
"Qualified person" means an individual who is eligible under this chapter to own shares issued by a professional corporation. [L 1985, c 259, pt of §1; am L 1987, c 135, §106 and c 300, §2; am L 1989, c 81, §1; am L 1995, c 198, §5; am L 1996, c 13, §8; am L 1997, c 48, §1; am L 1999, c 280, §8; am L 2002, c 40, §42 and c 130, §73; am L 2009, c 11, §49; am L 2021, c 32, §3]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-3 Purposes.

§415A-3 Purposes.
(a) Except as provided in this section, professional corporations may be organized under this chapter only for the purpose of rendering professional services and services ancillary thereto within a single profession.
(b) A professional corporation may be incorporated for the purpose of rendering professional services within two or more professions, and for any purpose or purposes for which corporations may be organized under chapter 414, to the extent that any combination of professional purposes or of professional and business purposes is permitted by the licensing laws and rules of this State applicable to the professions. [L 1985, c 259, pt of §1; am L 1987, c 135, §108; am L 2002, c 40, §43]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-4 Prohibited activities.

§415A-4 Prohibited activities.
A professional corporation shall not engage in any profession or business other than the profession or professions and businesses permitted by its articles of incorporation, except that a professional corporation may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment. [L 1985, c 259, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-5 General powers.

§415A-5 General powers.
A professional corporation shall have the powers enumerated in chapter 414, except that a professional corporation may be a promoter, general partner, member, associate, or manager only of a partnership, joint venture, trust, or other enterprise engaged only in rendering professional services or carrying on business permitted by the corporation's articles of incorporation. [L 1985, c 259, pt of §1; am L 1987, c 135, §112; am L 2002, c 40, §44]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-6 Rendering professional services.

§415A-6 Rendering professional services.
A professional corporation may render professional services in this State only through individuals permitted to render such services in this State; but nothing in this chapter shall require any person who is employed by a professional corporation to be licensed to perform services for which no license is otherwise required or prohibit the rendering of professional services by a licensed individual acting in the licensee's individual capacity. [L 1985, c 259, pt of §1; am L 1987, c 135, §113]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-7 Right of corporation to acquire its own shares.

§415A-7 Right of corporation to acquire its own shares.
A professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or surplus for such purchase; provided no purchase of or payment for its own shares shall be made at a time when the corporation is insolvent or when such purchase or payment would make it insolvent. [L 1985, c 259, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-8 Corporate name.

§415A-8 Corporate name.
The name of a professional corporation:
(1) May be any name permitted by law expressly applicable to the profession in which the corporation is engaged or by a rule of the licensing authority of the profession; and
(2) Shall not be the same as, or substantially identical to, 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, or any foreign corporation, partnership, limited partnership, limited liability company, or limited liability partnership authorized to transact business in this State, or any trade name, trademark, or service mark registered in this State, or a name the exclusive right to which is, at the time, reserved in this State, except that this provision shall not apply if the applicant files with the director either of the following:
(A) The written consent from the entity or holder of a reserved or registered name to use and register the same or substantially identical name, and one or more words are added by the applicant to make the name distinguishable from the name on record; or
(B) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this State. [L 1985, c 259, pt of §1; am L 1987, c 135, §114; am L 1996, c 92, §8; am L 1999, c 249, §14; am L 2000, c 219, §25; am L 2001, c 129, §52; am L 2012, c 58, §11]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-8.5 Administrative order of abatement for infringement of corporate name.

§415A-8.5 Administrative order of abatement for infringement of corporate name.
(a) Any professional corporation in good standing claiming that the name of any 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 limited liability company authorized to transact business in this 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 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 in circuit court 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, §2; am L 2002, c 40, §45; am L 2003, c 210, §7]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-9 Issuance and transfer of shares; share certificates.

§415A-9 Issuance and transfer of shares; share certificates.
(a) A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to individuals authorized by law in this State or in any other state or territory of the United States or the District of Columbia to render a professional service permitted by the corporation's articles of incorporation.
(b) Where the licensing authority for any profession deems it necessary to prevent violations of the ethical standards of such profession, the licensing authority may by rule further restrict, condition, or abridge the authority of professional corporations to issue shares but no such rule, of itself, shall have the effect of causing a shareholder of a professional corporation at the time the rule becomes effective to become a disqualified person. All shares issued in violation of this section or any rule under this section shall be void.
(c) A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to individuals qualified under this section to hold shares issued directly to them by the professional corporation. Any transfer of shares in violation of this subsection shall be void; provided that nothing contained herein shall prohibit the transfer of shares of a professional corporation by operation of law or court decree; and provided further that a shareholder may transfer part or all of such shares to a revocable living or inter vivos trust with respect to which such shareholder:
(1) Retains the unilateral right of revocation;
(2) Is the sole beneficiary during the shareholder's lifetime; and
(3) Is either a trustee or co-trustee or otherwise retains the right to direct the trustee in all matters related to the corporation or its shares; but nothing in such trust nor in this section shall in any way diminish the liability of the shareholder with respect to the professional actions of the corporation.
(d) Every certificate representing shares of a professional corporation shall state conspicuously upon its face that the shares represented thereby are subject to restrictions on transfer imposed by this chapter and are subject to such further restrictions on transfer as may be imposed by the licensing authority from time to time pursuant to this chapter. [L 1985, c 259, pt of §1; am L 1987, c 135, §115]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-11 Responsibility for professional services.

§415A-11 Responsibility for professional services.
(a) Every individual who renders professional services as an employee of a professional corporation shall be liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent as if the individual rendered the services as a sole practitioner. An employee of a professional corporation shall not be liable for the conduct of other employees unless the employee is at fault in appointing, supervising, or cooperating with the other employees.
(b) Every corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation shall be liable to the same extent as its employees.
(c) Except as otherwise provided by statute, if any corporation is liable under subsection (b), every shareholder of that corporation shall be liable to the same extent as though the shareholder were a partner in a partnership and the services giving rise to liability had been rendered on behalf of the partnership, unless the corporation has provided security for professional responsibility as provided in this subsection and the liability is satisfied to the extent contemplated by the insurance or bond which effectuates the security.
A professional corporation may provide security for professional responsibility by procuring insurance or a surety bond issued by an insurance company, or coverage under chapter 435E, or any combination thereof, as the corporation may elect. The minimum amount of security and requirements as to the form and coverage provided by the insurance policy or surety bond may be established for each profession by the licensing authority for the profession, and the minimum amount may be set to vary with the number of shareholders, the type of practice, or other variables deemed appropriate by the licensing authority. [L 1985, c 259, pt of §1; am L 1987, c 135, §117; am L 1988, c 122, §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-12 Professional relationships; privileged communications.

§415A-12 Professional relationships; privileged communications.
(a) The relationship between an individual performing professional services as an employee of a professional corporation and a client or patient shall be the same as if the individual performed the services as a sole practitioner.
(b) The relationship between a professional corporation performing professional services and the client or patient shall be the same as between the client or patient and the individual performing the services.
(c) Any privilege applicable to communications between a person rendering professional services and the person receiving the services recognized under the laws of this State, whether statutory or deriving from common law, shall remain inviolate and shall extend to a professional corporation and its employees in all cases in which it shall be applicable to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services. [L 1985, c 259, pt of §1; am L 1987, c 135, §118]
Cross References
Common law of the State, see §1-1.
Privileges under Hawaii Rules of Evidence, see §626-1, article V.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-13 Voting of shares.

§415A-13 Voting of shares.
No proxy for shares of a professional corporation shall be valid unless it shall be given to a qualified person. A voting trust with respect to shares of a professional corporation shall not be valid. [L 1985, c 259, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-14 Directors and officers.

§415A-14 Directors and officers.
Not less than one-half of the directors of a professional corporation and all of the officers, other than the secretary and the treasurer, shall be qualified persons with respect to the corporation. At least one director shall be a resident of this State. [L 1985, c 259, pt of §1; am L 1987, c 135, §119]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-14.6 Articles of incorporation.

§415A-14.6 Articles of incorporation.
(a) The articles of incorporation shall set forth:
(1) A corporate name for the corporation that satisfies the requirements of section 415A-8;
(2) The profession or professions that the corporation shall be authorized to practice and any other purpose allowed by the licensing laws and rules of this State;
(3) The mailing address of the corporation's initial principal office and the information required by section 425R-4(a);
(4) The number of directors constituting the initial board of directors and the names and addresses of the individuals who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified;
(5) The name, title, and address of each officer; and
(6) The number of shares the corporation is authorized to issue, and if the shares are to be divided into classes, the number of shares of each class.
(b) The articles of incorporation may set forth any of the matters specified in section 414-32(b).
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter or chapter 414. [L 1987, c 135, §109; am L 1988, c 372, §5; am L 2000, c 219, §26; am L 2002, c 40, §46 and c 130, §75; am L 2012, c 58, §12]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-14.7 Filing of documents, effective date.

§415A-14.7 Filing of documents, effective date.
The filing of documents required by this chapter to be delivered to the director for filing, and the effectiveness thereof, shall be governed by sections 414-11(d), (e), (f), (g), and (i), 414-14, and 414-16. [L 1987, c 135, §110; am L 2002, c 40, §47]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-14.8 Organization of corporation.

§415A-14.8 Organization of corporation.
After incorporation, the initial director or directors, as the case may be, shall complete the organization of the corporation as provided in section 414-35. [L 1987, c 135, §111; am L 1988, c 373, §11; am L 2002, c 40, §48]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-15 Amendments to articles of incorporation.

§415A-15 Amendments to articles of incorporation.
A personal representative, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares of the corporation may amend the articles of incorporation by signing a written consent to the amendment. Articles of amendment so adopted shall be executed on behalf of the corporation by the personal representative, guardian, conservator, or receiver and by the surviving officer, and verified on oath by one of the persons signing the articles, and shall set forth:
(1) The name of the corporation;
(2) The amendments so adopted which shall be identified by the numerical or other designation thereof in the articles of incorporation;
(3) The date of adoption of the amendment by the personal representative, guardian, conservator, or receiver;
(4) The number of shares outstanding; and
(5) The number of shares held by the personal representative, guardian, conservator, or receiver. [L 1985, c 259, pt of §1; am L 1987, c 135, §120]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-16 Merger and share exchange.

§415A-16 Merger and share exchange.
A professional corporation involved in a merger or share exchange shall be subject to the provisions for mergers and share exchanges set forth in chapter 414. [L 1985, c 259, pt of §1; am L 2002, c 41, §17]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-16.6 Articles of conversion.

§415A-16.6 Articles of conversion.
(a) If a plan of conversion has been approved in accordance with section 415A-16.5 and has not been abandoned, articles of conversion shall be executed by an officer or other duly authorized representative of the converting entity and shall set forth:
(1) A statement certifying the following:
(A) The name, type of entity, and state or country of incorporation, formation, or organization of the converting and converted entities;
(B) That a plan of conversion has been approved in accordance with section 415A-16.5;
(C) That an executed plan of conversion is on file at the principal place of business of the converting entity and stating the address thereof; and
(D) That a copy of the plan of conversion shall be furnished by the converting entity prior to the conversion or by the converted entity after the conversion on written request and without cost, to any shareholder of the converting entity or the converted entity;
(2) If the converting entity is a professional corporation, the number of shares outstanding and, if the shares of any class or series are entitled to vote as a class, the designation and number of outstanding shares of each such class or series;
(3) If the converting entity is a professional corporation, the number of shares outstanding that voted for and against the plan and, if the shares of any class or series are entitled to vote as a class, the number of shares of each such class or series that voted for and against the plan; and
(4) If the converting entity is another entity, a statement that the approval of the plan of conversion was duly authorized and complied with the laws under which it was incorporated, formed, or organized.
(b) The articles of conversion shall be delivered to the director. The converted entity, if a domestic corporation, domestic professional corporation, domestic nonprofit corporation, general partnership, limited partnership, or domestic limited liability company, shall attach a copy of its respective registration documents with the articles of conversion.
(c) If the director finds that the articles of conversion satisfy the requirements provided by law, and that all required documents are filed, the director, after all fees have been paid shall:
(1) Stamp the articles of conversion and include the date of the filing;
(2) File the document in the director's office; and
(3) Issue a certificate of conversion to the converted entity or its authorized representatives. [L 1999, c 280, pt of §2; am L 2001, c 129, §55; am L 2009, c 23, §7]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 415A. Professional Corporation Act › 415A-17 Termination of professional activities.

§415A-17 Termination of professional activities.
If a professional corporation shall cease to render professional services, it shall amend its articles of incorporation to delete from its stated purposes the rendering of professional services and to conform to the requirements of chapter 414. After the amended articles of incorporation have been delivered to the director for filing, the corporation then may continue in existence as a corporation under chapter 414, and shall no longer be subject to this chapter. [L 1985, c 259, pt of §1; am L 1987, c 135, §121; am L 2002, c 40, §50]