reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 423. Dental Service Corporations › 423-1 Dental service corporation, formation.

§423-1 Dental service corporation, formation.
A nonprofit dental service corporation may be formed for the purposes of contracting with individuals and corporations, both public and private, for defraying or assuming the costs of services of dentists and dental surgeons, and the contracting on behalf of dentists and dental surgeons to furnish such services. The director of commerce and consumer affairs shall grant to applicants who file articles of incorporation in conformity with section 414D-32 a charter of incorporation for the establishment and conduct of a dental service corporation; provided that the corporation may not engage directly or indirectly in the performance of the corporate purposes or objects unless all of the following requirements are met:
(1) At least fifty licensed dentists and dental surgeons in this State have become members of the corporation;
(2) Membership in the corporation and an opportunity to render professional services upon a uniform basis are available to all licensed dentists and dental surgeons in this State;
(3) Voting by proxy and cumulative voting are prohibited; and
(4) A certificate of compliance with the requirements of paragraphs (1), (2), and (3) has been issued to the corporation by the board of dentistry.
Any charter granted or corporation created under authority of this section shall be subject to all general laws enacted in regard to nonprofit corporations. [L 1961, c 69, §2; am L 1963, c 114, §3; Supp, §176D-1; HRS §423-1; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1988, c 342, §2 and c 370, §8; am L 2002, c 40, §61; am L 2018, c 203, §4]
Cross References
Dentistry license, see chapter 448.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 424. Optometric Service Corporations › 424-1 General provisions.

§424-1 General provisions.
A nonprofit optometric service corporation may be formed for the purposes of contracting with individuals and corporations, both public and private, for defraying or assuming the costs of services of optometrists, and the contracting on behalf of optometrists to furnish such services. The director of commerce and consumer affairs shall grant to applicants who file articles of incorporation in conformity with section 414D-32 a charter of incorporation for the establishment and conduct of an optometric service corporation; provided that the corporation may not engage directly or indirectly in the performance of the corporate purposes or objects unless all of the following requirements are met:
(1) At least twenty-five per cent of all licensed optometrists in this State have become members of the corporation;
(2) Membership in the corporation and an opportunity to render professional services upon a uniform basis are available to all licensed optometrists in this State;
(3) Voting by proxy and cumulative voting are prohibited; and
(4) A certificate of compliance with the requirements of paragraphs (1), (2), and (3) has been issued to the corporation by the Hawaii board of optometry.
Any charter granted or corporation created under authority of this section shall be subject to all general laws enacted in regard to nonprofit corporations. [L 1965, c 84, §2; Supp, §176E-1; HRS §424-1; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1988, c 370, §9; am L 2002, c 40, §62; am L 2018, c 203, §6]
Cross References
Optometry license, see chapter 459.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-1.5 Filing in office of the director; effective time and date.

§425-1.5 Filing in office of the director; effective time and date.
(a) A certified and executed partnership registration statement, any other statement or certification, or any judicial decree of dissolution or cancellation, a registration statement for a foreign general partnership, or any other statement or certification relating thereto, shall be delivered to the director for filing. Unless the director finds that any statement or certificate does not conform to law, upon receipt of all filing fees required by law, the director shall:
(1) Stamp the word "Filed" and the date of delivery thereof; and
(2) File the document in the director's office.
(b) Upon the filing of a partnership dissolution statement or judicial decree of dissolution in the office of the director, the domestic general partnership shall be dissolved as set forth therein, and upon the effective date of a certificate of withdrawal or a judicial decree thereof, the foreign general partnership shall be withdrawn.
(c) Articles of conversion and articles of merger may specify a delayed effective time and date, and if so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the thirtieth day after the date the document is filed. [L 1995, c 198, pt of §1; am L 2003, c 124, §48]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-1.6 Filing requirements; filing duty of the director.

§425-1.6 Filing requirements; filing duty of the director.
(a) A document must satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the director.
(b) The document must contain the information required by this chapter. It may contain other information as well.
(c) If the director has prescribed a mandatory form for the document, the document must be in or on the prescribed form.
(d) The director's duty to file documents under this chapter is ministerial. The filing or refusal to file a document does not:
(1) Affect the validity of the document in whole or part;
(2) Relate to the correctness or incorrectness of information contained in the document; or
(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. [L 1995, c 198, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-1.7 Correcting a filed document.

§425-1.7 Correcting a filed document.
(a) A domestic or foreign general partnership may correct a document filed with the director if the document:
(1) Contains incorrect information; or
(2) Was defectively executed, attested, sealed, verified, or acknowledged.
(b) A document is corrected by preparing and delivering to the director for filing, a statement of correction that:
(1) Describes the document including its file date or attaches a copy of it to the statement;
(2) Specifies the incorrect information and the reason it is incorrect or the manner in which the execution was defective;
(3) Corrects the incorrect information or defective execution; and
(4) Is executed and certified by a general partner.
(c) A statement of correction is effective on the effective date of the document it corrects, except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, a statement of correction is effective when filed. [L 1995, c 198, pt of §1; am L 1996, c 182, §9; am L 2002, c 130, §82]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-2 Forms to be furnished by director.

§425-2 Forms to be furnished by director.
The registration, annual and other statements required by this part shall be filed on forms to be furnished by the director of commerce and consumer affairs. [L 1969, c 247, pt of §1; am L 1980, c 270, §2; am L 1982, c 204, §8; am L 1983, c 124, §17]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-3 Foreign partnerships, powers and liabilities.

§425-3 Foreign partnerships, powers and liabilities.
A partnership formed under the laws of any other jurisdiction, shall, on filing a registration statement as required by section 425-1 and subject to continuing compliance with the other provisions of this part, have the same powers and privileges, and be subject to the same disabilities as are by law conferred upon partnerships formed under the laws of the State, provided always that the purposes for which the partnership is formed are not repugnant to or in conflict with any law of the State. [L 1969, c 247, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-3.5 Activities not constituting transacting business.

§425-3.5 Activities not constituting transacting business.
(a) The activities of a foreign general partnership that do not constitute transacting business in this State within the meaning of this chapter include:
(1) Maintaining, defending, or settling an action or proceeding;
(2) Holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign partnership's own securities, or maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this State before they become contracts;
(7) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
(9) Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner; and
(10) Transacting business in interstate commerce.
(b) For purposes of this chapter, the ownership in this State of income-producing real property or income-producing tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State.
(c) This section shall not apply in determining the contracts or activities that may subject a foreign general partnership to service of process, taxation, or regulation under any other law of this State. [L 2006, c 235, §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-4 Partnership between husband and wife; prima facie proof.

§425-4 Partnership between husband and wife; prima facie proof.
If any business tax return is filed by, or license to do business is issued in the names of, both husband and wife, such tax return or license shall constitute prima facie proof, insofar as the State or any of its political subdivisions is concerned, that a partnership in such business exists between husband and wife in respect of such business. If the business tax return is filed by, or license is issued in the name of, one of them only, it shall constitute like proof that the husband and wife are not partners in respect of such business. [L 1969, c 247, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-5 Minors and incompetent persons.

§425-5 Minors and incompetent persons.
A minor or incompetent person may not be a partner, but may have a beneficial interest in a partnership through a trustee or duly appointed guardian.
This section shall not apply to the current partners in any duly registered partnership doing business in the State as of July 14, 1969. [L 1969, c 247, pt of §1; am L 2001, c 129, §68]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-6 Partnership name.

§425-6 Partnership name.
(a) No statement or certificate of any partnership shall be recorded by the director unless the name is not 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 partnership files with the director any one of the following:
(1) 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 partnership to make the name distinguishable from the name on record; or
(2) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the partnership to the use of the name in this State.
(b) The acceptance of a statement or certificate of a partnership for registration by the director shall not abrogate or limit any common law or other right of any person to any corporation, partnership, limited partnership, limited liability company, or limited liability partnership name, trade name, trademark, or service mark.
(c) The director may make, amend, and repeal such rules as may be necessary to carry out the purposes of this section. [L 1969, c 247, pt of §1; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1984, c 118, §3; am L 1996, c 92, §13; am L 1999, c 249, §23; am L 2000, c 219, §52; am L 2001, c 129, §69; am L 2012, c 58, §13]
Case Notes
Cited: 37 H. 382; 46 H. 15, 19, 374 P.2d 1.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-7 Partnership name; change of.

§425-7 Partnership name; change of.
Whenever any partnership shall change its partnership name, it shall within thirty days thereafter file in the office of the director of commerce and consumer affairs a statement showing: (1) the registered name of the partnership; and (2) the new name of the partnership. The statement shall be signed and certified as correct by any partner. [L 1969, c 247, pt of §1; am L 1982, c 204, §8; am L 1983, c 124, §17]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-8 Reservation of partnership name.

§425-8 Reservation of partnership name.
The exclusive right to the use of a partnership name may be reserved by any person intending to organize a domestic partnership, by any domestic partnership intending to change its name, by any foreign partnership intending to do or carry on any business in the State or to take, hold, sell, demise, or convey real estate or other property therein, by any foreign partnership authorized to do or carry on any business in the State or to take, hold, sell, demise, or convey real estate or other property therein and intending to change its name, or by any person intending to organize a foreign partnership and intending to have the partnership to do or carry on any business in the State or to take, hold, sell, demise, or convey real estate or other property therein. Reservations shall be made by filing with the director of commerce and consumer affairs an application in such form as the director may prescribe to reserve a specified partnership name, and payment to the director of a fee equivalent to that paid by a corporation for the same service. If the director finds that the name is available for partnership use, the director shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. The right to the exclusive use of a specified partnership name so reserved may be transferred to any other person or partnership by filing in the office of the director a notice of a transfer executed by the applicant for whom the name is reserved specifying the name and address of the transferee. [L 1969, c 247, pt of §1; am L 1980, c 270, §3; am L 1982, c 204, §8; am L 1983, c 124, §17; gen ch 1985; am L 1989, c 288, §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-9 Statement of dissolution.

§425-9 Statement of dissolution.
Whenever a domestic general partnership is dissolved, and the business is not continued, a statement thereof showing the cause of dissolution shall be filed in the office of the director of commerce and consumer affairs within thirty days after the dissolution. The statement shall be certified by at least one partner who shall certify that the dissolution was approved by all of the partners. [L 1969, c 247, pt of §1; am L 1980, c 270, §4; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1999, c 284, §3; am L 2003, c 124, §49]
Case Notes
Assignment of partnership interest operates as dissolution of partnership. 1 H. 121. Sale by one of the partners of that partner's interest dissolves partnership. 6 H. 162.
Agreement as to accounting on winding up partnership. 4 H. 553.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-10 Taxes, etc., a prior lien on partnership property on dissolution.

§425-10 Taxes, etc., a prior lien on partnership property on dissolution.
Upon dissolution of a general partnership, any lawful taxes, imposts, license fees or assessments for which the partnership, or any partner in respect thereof, is liable shall constitute a prior lien upon the assets of the partnership but not as against the interest of those creditors who have prior recorded liens. [L 1969, c 247, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-11 Record of statements.

§425-11 Record of statements.
The director shall keep books or files in which the information required by this chapter to be filed with the director shall be recorded. The books or files shall be open to public inspection. [L 1969, c 247, pt of §1; am L 1982, c 204, §8; am L 1983, c 124, §17; gen ch 1985; am L 2002, c 130, §83]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-12 Fee for filing documents and issuing certificates.

§425-12 Fee for filing documents and issuing certificates.
(a) The following fees shall be paid to the director of commerce and consumer affairs upon the filing of general partnership documents:
(1) Partnership registration statement, $25;
(2) Partnership change of name statement, $10;
(3) Partnership dissolution statement, $10;
(4) Foreign general partnership registration statement, $25;
(5) Statement of change, $10;
(6) Application for certificate of withdrawal, $5;
(7) Statement of correction, $10;
(8) Reservation of name, $10;
(9) Transfer of reservation of name, $10;
(10) Annual statement for domestic or foreign general partnership, $10;
(11) Good standing certificate, $5;
(12) Articles of conversion or merger, $100;
(13) Any other statement, certificate, or other document for a domestic or foreign general partnership, $10;
(14) Special handling fee for review of any general partnership document, $25;
(15) Special handling fee for certificates issued by the director, $10 per certificate;
(16) Special handling fee for certification of documents, $10;
(17) Special handling fee for review of articles of conversion or merger, $75; and
(18) For filings relating to registered agents, the fees established by section 425R-2.
(b) The director shall charge and collect:
(1) For furnishing a certified copy of any document, instrument, or paper relating to a general partnership, $10 for the certificate and affixing the seal thereto; and
(2) At the time of any service of process on the director as agent for service of process of a general partnership, $10, which amount may be recovered as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action.
(c) All fees collected under this section shall be managed in accordance with section 26-9(l). [L 1969, c 247, pt of §1; am L 1979, c 162, §1; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1985, c 189, §7; am L 1988, c 141, §48; am L 1992, c 6, §7; am L 1996, c 181, §3; am L 1999, c 129, §13 and c 280, §16; am L 2000, c 219, §53; am L 2001, c 129, §70; am L 2002, c 130, §84; am L 2004, c 116, §6 and c 117, §3; am L 2006, c 184, §16; am L 2009, c 55, §31]
Cross References
Modification of fees, see §92-28.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-13 Personal liability and penalty.

§425-13 Personal liability and penalty.
(a) If a partner neglects or fails to comply with any provision of this part, all partners shall be liable jointly and severally for all the debts and liabilities of the partnership, and may be severally sued therefor, without the necessity of joining the other partners in any action or suit, and shall also severally forfeit to the State $25 for each and every month while the default shall continue, to be recovered by action brought in the name of the State by the director of commerce and consumer affairs; provided that as to the forfeiture penalty, the director may, for good cause shown, reduce or waive the same.
(b) Any person who signs or certifies as correct any statement or certificate filed pursuant to this part, knowing the same to be false in any material particular, shall be fined not more than $5,000.
(c) Any person who negligently but without intent to defraud signs or certifies as correct any statement or certificate filed pursuant to this part, which statement or certificate is false in any material particular, shall be punished by a fine not exceeding $500. [L 1969, c 247, pt of §1; am L 1980, c 270, §5; am L 1982, c 204, §8; am L 1983, c 124, §17]
Case Notes
Each member of nonregistered partnership firm may be held liable for partnership debts and sued severally therefor. 9 H. 507; 22 H. 455, 457.
Only penalties for nonregistration of copartnership are fine and liability of one partner for all partnership debts, and where firm is defendant, plaintiff is relieved of consequences of nonjoinder of partner as defendant. Unregistered partnership not liable for individual or personal debt of one partner. 11 H. 198.
Noncompliance with statute does not make partnership illegal and does not affect right of one partner to restrain late copartner from collecting assets contrary to their agreement. 11 H. 563; 22 H. 196, 198.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-14 Cancellation of registration.

§425-14 Cancellation of registration.
(a) The director may commence a proceeding to cancel the registration of a domestic or foreign general partnership if the partnership fails to:
(1) Pay any fees prescribed by law;
(2) File its annual statement for a period of two years;
(3) Appoint and maintain an agent for service of process as required; or
(4) File a statement of a change in the name or business address of the agent as required under this chapter.
The cancellation of such registration or certificate shall not relieve the partners of liability for the penalties for the failure to file any statement or certificates required by this part.
(b) Within two years after the administrative cancellation of a domestic general partnership under this section, the registration statement of the domestic general partnership may be reinstated by the director upon written application executed by any partner of the domestic general partnership. The application shall:
(1) Recite the name of the domestic general partnership and the effective date of its administrative cancellation;
(2) Contain all statements due and unfiled;
(3) Contain the payment of all delinquent fees and penalties; and
(4) Contain a certificate or other writing from the department of taxation indicating that all taxes owed by the domestic general partnership have been paid, a payment arrangement has been entered into, or the unpaid tax liabilities are being contested in an administrative or judicial appeal with the department of taxation.
(c) Within the applicable reinstatement period, should the name of the domestic general partnership, or a name substantially identical thereto be registered or reserved by another corporation, partnership, limited partnership, limited liability company, or limited liability partnership, or should such name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then reinstatement shall be allowed only upon the registration of a new name by the administratively canceled domestic general partnership pursuant to the amendment provisions of this chapter.
(d) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative cancellation and the domestic general partnership may resume its business as if the administrative cancellation had never occurred. [L 1969, c 247, pt of §1; am L 1982, c 204, §8; am L 1983, c 124, §17; am L 1999, c 249, §24; am L 2000, c 219, §54; am L 2001, c 129, §71; am L 2002, c 130, §85; am L 2003, c 124, §50; am L 2006, c 235, §12; am L 2009, c 23, §9; am L 2012, c 58, §14]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-18 Registered agent.

§425-18 Registered agent.
Each domestic partnership or foreign partnership shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be:
(1) An individual who resides in this State;
(2) A domestic entity authorized to transact business or conduct affairs in this State; or
(3) A foreign entity authorized to transact business or conduct affairs in this State. [L 2002, c 130, pt of §5; am L 2009, c 55, §32]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-19 Designation or change of registered agent.

§425-19 Designation or change of registered agent.
(a) A partnership that does not already have a registered agent shall designate its registered agent by complying with the requirements of section 425R-4.
(b) A partnership may change its registered agent by complying with the requirements of section 425R-7.
(c) If the registered agent changes its name, its address, or its type or jurisdiction of organization, the agent shall comply with the requirements of section 425R-8 or 425R-9, whichever is applicable. [L 2002, c 130, pt of §5; am L 2009, c 55, §33]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-20 Resignation of registered agent.

§425-20 Resignation of registered agent.
A registered agent may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 2002, c 130, pt of §5; am L 2009, c 55, §34]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-21 Service on partnership. § §425-21 to 52 REPEALED.

§425-21 Service on partnership.
(a) Service of any notice or process authorized by law that is issued against any domestic or foreign partnership by any court, judicial or administrative officer, or board may be made in the manner provided by law upon any registered agent or partner of the partnership who is found within the jurisdiction of the court, officer, or board; or if a registered agent or partner cannot be found, upon any person who is found in charge of the property, business, or office of the partnership within the jurisdiction of the court, officer, or board.
(b) If no partner or other person in charge of the property, business, or office of the partnership can be found within the State, and the partnership has not filed with the director of commerce and consumer affairs 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 partnership by registered or certified mail, return receipt requested, addressed to the partnership at its principal office.
(c) Service by registered or certified mail is perfected at the earliest of:
(1) The date the partnership receives the mail;
(2) The date shown on the return receipt, if signed on behalf of the partnership; 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 partnership in any other manner permitted by law. L 2002, c 130, pt of §5; am L 2003, c 124, §51; am L 2006, c 184, §17
PART II. UNIFORM LIMITED PARTNERSHIP ACT--REPEALED
§ §425-21 to 52 REPEALED.
L 1989, c 288, §3.
Cross References
Similar provisions, see chapter 425E.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-102 Knowledge and notice.

§425-102 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 of it;
(2) Has received a notification of it; or
(3) Has reason to know it exists from all of the facts known to the person at the time in question.
(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(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) Except as otherwise provided in subsection (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction 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 if the person had exercised reasonable diligence. A person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person 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.
(f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. [L 1999, c 284, pt of §1]
Case Notes
The "fraud on the partnership" exception did not apply, where one partner admitted to operating a Ponzi scheme, and defendants (other partners) asserted an affirmative good faith defense; defendants did not demonstrate that the partner totally abandoned the principal's interest and that the partner's interests were completely adverse to the partnerships. Question whether a partner's knowledge of a fact relating to the partnership is necessarily imputed to individual partners or only the partnership under subsection (f) to be certified to the Hawaii supreme court. 88 F. Supp. 3d 1175 (2015).
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-103 Effect of partnership agreement; nonwaivable provisions.

§425-103 Effect of partnership agreement; nonwaivable provisions.
(a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this part governs relations among the partners and between the partners and the partnership.
(b) The partnership agreement shall not:
(1) Vary the rights and duties under section 425-105 except to eliminate the duty to provide copies of statements to all of the partners;
(2) Unreasonably restrict the right of access to books and records under section 425-122(b);
(3) Eliminate the duty of loyalty under section 425-123(b) or 425-132(b)(3), but:
(A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
(B) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(4) Unreasonably reduce the duty of care under section 425-123(c) or 425-132(b)(3);
(5) Eliminate the obligation of good faith and fair dealing under section 425-123(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(6) Vary the power to dissociate as a partner under section 425-131(a), except to require the notice under section 425-130(1) to be in writing;
(7) Vary the right of a court to expel a partner in the events specified in section 425-130(5);
(8) Vary the requirement to wind up the partnership business in cases specified in section 425-138(4), (5), or (6); or
(9) Restrict rights of third parties under this part. [L 1999, c 284, pt of §1; am L 2000, c 218, §4]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-104 Supplemental principles of law.

§425-104 Supplemental principles of law.
(a) Unless displaced by particular provisions of this part, the principles of law and equity supplement this part.
(b) If an obligation to pay interest arises under this part and the rate is not specified, the rate is that specified in section 478-2. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-105 Recording and notification of statements.

§425-105 Recording and notification of statements.
(a) A certified copy of a statement that has been filed in the office of the director and recorded in the bureau of conveyances has the effect provided for recorded statements in this part. A recorded statement that is not a certified copy of a statement filed in the office of the director does not have the effect provided for recorded statements in this part.
(b) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-106 Governing law.

§425-106 Governing law.
(a) Except as otherwise provided in subsection (b), the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.
(b) The law of this State governs relations among the partners, and between the partners and the partnership, and the liability of partners for an obligation of a limited liability partnership. [L 1999, c 284, pt of §1; am L 2000, c 218, §5; am L 2004, c 121, §29]
Case Notes
Partnership did not exist as a matter of law where plaintiff and defendant did not have an agreement to share profits; a $1.5 million release fee was interest on a loan and the loan commitment and accompanying letter did not evince an intent by the parties to share profits inasmuch as they lacked any language commonly utilized in partnership agreements, such as "partnership", "partner", "profits", and did not intimate any community of interest, or co-ownership, or sharing of profits, tending to show the relationship of partners. 111 H. 286, 141 P.3d 459 (2006).
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-107 Partnership subject to amendment or repeal of chapter.

§425-107 Partnership subject to amendment or repeal of chapter.
A partnership governed by this part is subject to any amendment to or repeal of this chapter. [L 1999, c 284, pt of §1]
Case Notes
Partnership did not exist as a matter of law where plaintiff and defendant did not have an agreement to share profits; a $1.5 million release fee was interest on a loan and the loan commitment and accompanying letter did not evince an intent by the parties to share profits inasmuch as they lacked any language commonly utilized in partnership agreements, such as "partnership", "partner", "profits", and did not intimate any community of interest, or co-ownership, or sharing of profits, tending to show the relationship of partners. 111 H. 286, 141 P.3d 459 (2006).
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-108 Partnership as entity.

§425-108 Partnership as entity.
(a) A partnership is an entity distinct from its partners.
(b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 425-153. [L 1999, c 284, pt of §1; am L 2000, c 218, §6]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-109 Formation of partnership.

§425-109 Formation of partnership.
(a) Except as otherwise provided in subsection (b), the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(b) An association formed under a statute other than this part, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this part.
(c) In determining whether a partnership is formed, the following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(A) Of a debt by installments or otherwise;
(B) For services as an independent contractor or of wages or other compensation to an employee;
(C) Of rent;
(D) Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(E) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(F) For the sale of the goodwill of a business or other property by installments or otherwise. [L 1999, c 284, pt of §1]
Case Notes
Cited, where defendant adequately alleged that the friends formed an association to carry on as co-owners a business for profit and defendant thus sufficiently alleged the existence of a partnership; defendants' motion for judgment on the pleadings as to defendant's claims of breach of fiduciary duty based on partnership law denied. 410 F. Supp. 2d 919 (2005).
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-111 When property is partnership property.

§425-111 When property is partnership property.
(a) Property is partnership property if acquired in the name of:
(1) The partnership; or
(2) One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b) Property is acquired in the name of the partnership by a transfer to:
(1) The partnership in its name; or
(2) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-112 Partner agent of partnership.

§425-112 Partner agent of partnership.
Subject to the effect of a partnership registration statement under section 425-1:
(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-113 Transfer of partnership property.

§425-113 Transfer of partnership property.
(a) Partnership property may be transferred as follows:
(1) Subject to the effect of a partnership registration statement filed under section 425-1, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
(2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 425-112 and:
(1) As to a subsequent transferee who gave value for property transferred under subsection (a)(1) and (2), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(2) As to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property.
(d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-114 Partnership registration statement.

§425-114 Partnership registration statement.
(a) A filed registration statement supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:
(1) Except for transfers of real property, a grant of authority contained in a filed registration statement is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in the filed registration statement. A filed cancellation of a limitation on authority revives the previous grant of authority.
(2) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed registration statement recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the bureau of conveyances of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.
(b) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed registration statement containing the limitation on authority is of record in the bureau of conveyances.
(c) Except as otherwise provided in subsections (a) and (b) and sections 425-136 and 425-142, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed registration statement. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-115 Statement of denial.

§425-115 Statement of denial.
A partner or other person named as a partner in a filed statement of partnership authority may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in section 425-114(a) and (b). [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-116 Partnership liable for partner's actionable conduct.

§425-116 Partnership liable for partner's actionable conduct.
(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(b) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss. [L 1999, c 284, pt of §1]