reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-213 Pledge of assets.

§412:13-213 Pledge of assets.
(a) Each foreign bank that is licensed to establish and maintain a Hawaii state branch or Hawaii state agency shall keep on deposit $500,000 or any greater amount as the commissioner may prescribe by rule in unaffiliated Hawaii banks as have been selected by the foreign bank and approved in writing by the commissioner.
(b) The only assets that may be deposited in order to comply with this section are:
(1) Cash;
(2) Any negotiable certificate of deposit which:
(A) Has a maturity of not more than one year;
(B) Is payable in the United States; and
(C) Is issued by a bank organized under the laws of a state of the United States, by a national bank, or by a branch office of a foreign bank which is located in the United States;
(3) Securities and obligations of the United States government and any agency of the United States government whose debt obligations are fully and explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the United States;
(4) Securities and obligations of United States government-sponsored agencies which are originally established or chartered by the United States government to serve public purposes specified by the Congress but whose debt obligations are not explicitly guaranteed by the full faith and credit of the United States;
(5) Obligations of the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, or the African Development Bank;
(6) Securities and obligations issued by this State or any county of this State, through an appropriate agency or instrumentality; and
(7) Any other assets as the commissioner shall permit by rule or order.
Any assets deposited shall be valued at the lower of principal amount or market value. The commissioner may limit the amount of each type of asset that may be deposited. An asset will not satisfy the requirements of this section if it is an instrument that is issued by the foreign bank itself, or by a person who controls, is controlled by, or is in common control with the foreign bank.
(c) The commissioner, from time to time, may require that the assets deposited pursuant to this section may be maintained by the foreign bank in an amount, in a form, and subject to any conditions, the commissioner deems necessary or desirable for the maintenance of a sound financial condition, the protection of depositors and the public interest, and to maintain public confidence in the business of the Hawaii state branch or Hawaii state agency. The commissioner may give credit to reserves required to be maintained with a Federal Reserve Bank in or outside this State pursuant to federal law, in accordance with rules or procedures as the commissioner may adopt.
(d) So long as it shall continue business in the ordinary course, the foreign bank shall be permitted to collect interest on the securities deposited under this section and from time to time exchange, examine and compare the securities. [L 1996, c 155, pt of §2]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-215 Representative office of foreign banks; necessity of licensure.

§412:13-215 Representative office of foreign banks; necessity of licensure.
(a) No foreign bank shall establish or maintain a Hawaii representative office unless the foreign bank is licensed by the commissioner to maintain a Hawaii representative office.
(b) Nothing in subsection (a) shall be deemed to prohibit a foreign bank which maintains a federal agency or federal branch in this State from establishing or maintaining one or more Hawaii representative offices. [L 1996, c 155, pt of §2]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-216 Representative office; application.

§412:13-216 Representative office; application.
(a) The application for a license to establish and maintain a Hawaii representative office shall be in writing under oath and shall be in a form and contain any information as the commissioner may require by rule or order. The application shall be accompanied by a nonrefundable application fee of $1,500 or a greater amount as the commissioner may establish by rule.
(b) An application to establish and maintain a Hawaii representative office shall include, if applicable, a statement under oath appointing an agent in this State for receipt of service of process in accordance with section 414-437, if the license is granted. [L 1996, c 155, pt of §2; am L 2001, c 170, §17; am L 2002, c 40, §38]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-217 Representative office; factors for approval of application.

§412:13-217 Representative office; factors for approval of application.
(a) The commissioner shall issue a license to a foreign bank to establish and maintain a Hawaii representative office if the commissioner finds that:
(1) The foreign bank is in good standing under the laws of the country in which it is organized and is in sound financial condition;
(2) The management of the foreign bank and the proposed management of the Hawaii representative office are of good moral character, competent, and sufficiently experienced; and
(3) The convenience and needs of persons to be served by the proposed Hawaii representative office will be promoted.
(b) In considering whether the management of the foreign bank and the proposed management of the Hawaii representative office is of good moral character for the purposes of subsection (a), the commissioner may presume that in the absence of creditable evidence to the contrary, the management is of good moral character. The presumption may be rebutted by evidence to the contrary, including, but not limited to, a finding that a person has:
(1) Been convicted of, or has pleaded nolo contendere to, any crime involving an act of fraud or dishonesty;
(2) Consented to or suffered a judgment in any civil action based upon conduct involving an act of fraud or dishonesty;
(3) Consented to or suffered the suspension or revocation of any professional, occupational, or vocational license based upon conduct involving an act of fraud or dishonesty;
(4) Wilfully made or caused to be made in any application or report filed with the commissioner, or in any proceeding before the commissioner, any statement which was at the time and in the light of the circumstances under which it was made false or misleading with respect to any material fact, or has wilfully omitted to state in any application or report any material fact which was required to be stated therein; or
(5) Wilfully committed any violation of, or has wilfully aided, abetted, counseled, commanded, induced, or procured the violation by any other person of, any provision of this chapter or of any rule or order issued under this chapter.
(c) If the commissioner approves the application of the foreign bank for a license to establish and maintain a Hawaii representative office, the foreign bank shall then provide satisfactory evidence to the commissioner of compliance with the requirements of chapter 414 relating to foreign corporations, if applicable. The commissioner shall then issue a license to establish and maintain a Hawaii representative office to the foreign bank.
(d) Each license issued to a foreign bank to establish and maintain a Hawaii representative office shall state fully the name of the foreign bank to which the license is issued, the address or addresses at which the Hawaii representative office is to be located, and any other information as the commissioner may require. [L 1996, c 155, pt of §2; am L 2001, c 170, §18; am L 2002, c 40, §39]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-218 Representative office; permissible activities.

§412:13-218 Representative office; permissible activities.
(a) A foreign bank which is licensed to establish and maintain a Hawaii representative office, subject to any rules as the commissioner may prescribe, may engage in the following activities:
(1) Solicitation for loans and in connection therewith the assembly of credit information, making of property inspections and appraisals, securing of title information, preparation of applications for loans including making recommendations with respect to action thereon, solicitation of investors to purchase loans from the foreign bank, and the search for investors to contract with the foreign bank for servicing of the loans;
(2) The solicitation of new business;
(3) The conduct of research; and
(4) Back office administrative functions as may be more specifically defined in rules issued by the commissioner.
Any other activity which the foreign bank seeks to conduct at the office shall be subject to the prior written approval of the commissioner by general rule or upon application in a form as the commissioner shall require.
(b) Notwithstanding subsection (a), a Hawaii representative office that is a regional administrative office of the foreign bank, as may be defined more fully by the commissioner in rules and orders, may engage in credit approval activities provided that (1) the foreign bank give forty-five days prior written notice to the commissioner; and (2) the commissioner does not object within the forty-five day period to the conduct of the activities by the Hawaii representative office. Written notice under this subsection shall be in a form and contain any information as the commissioner shall require. [L 1996, c 155, pt of §2]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-219 Posting of license.

§412:13-219 Posting of license.
Each foreign bank that is licensed to establish and maintain a Hawaii state branch, Hawaii state agency, or Hawaii representative office shall post its license in a conspicuous place at the office. [L 1996, c 155, pt of §2]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-221 Change of control of foreign bank.

§412:13-221 Change of control of foreign bank.
A foreign bank that is licensed to establish and maintain a Hawaii state branch, Hawaii state agency, or Hawaii representative office shall file with the commissioner a notice, in a form and containing any information as the commissioner may prescribe, no later than fourteen calendar days after the foreign bank becomes aware of any acquisition of control of the foreign bank or merges with another foreign bank. [L 1996, c 155, pt of §2]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-222 Relocation of office; written application necessary.

§412:13-222 Relocation of office; written application necessary.
(a) No foreign bank that is licensed to establish and maintain a Hawaii state branch, Hawaii state agency, or Hawaii representative office shall relocate any Hawaii office without the commissioner's prior written approval; provided that approval shall not be required if:
(1) The relocation will be less than one mile from the foreign bank's present place of business;
(2) The foreign bank gives the commissioner written notice at least twenty days prior to the move;
(3) The type of business carried on at the new place of business will be the same as at the present place of business; and
(4) There will be no financial involvement in the relocation by a director, executive officer, or principal shareholder, or a related interest of any of these persons.
(b) The foreign bank shall file an application with the commissioner. The application shall be in a form and contain any information as the commissioner shall require.
(c) If after appropriate examination and investigation, the commissioner is satisfied that the proposed relocation is justified and proper, the commissioner shall approve the application in writing, with any conditions that the commissioner deems appropriate. [L 1996, c 155, pt of §2; am L 1999, c 245, §6; am L 2001, c 170, §19; am L 2008, c 196, §10; am L 2016, c 149, §15]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-223 Examination; payment of fees.

§412:13-223 Examination; payment of fees.
(a) A Hawaii state branch, Hawaii state agency, or Hawaii representative office shall be subject to examination by the commissioner at intervals prescribed, and in accordance with, section 412:2-200.
(b) In conducting an examination pursuant to this section, the commissioner shall:
(1) Have full access to the offices, books, accounts, and records of each office located in this State as well as all of the books, accounts, and records maintained in this State of any office not located in this State of the foreign bank; and
(2) Have authority to require the attendance of, and to examine under oath, all persons whose testimony may be required relative to the activities of the office.
(c) A foreign bank that is licensed to establish and maintain a Hawaii state branch, Hawaii state agency, or Hawaii representative office shall be subject to examination fees, examination expenses, and all other fees and assessments in accordance with the laws of this State and the rules of the commissioner, including but not limited to sections 412:2-105, 412:2-109, and 412:2-315. [L 1996, c 155, pt of §2]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-224 Supervision and enforcement.

§412:13-224 Supervision and enforcement.
(a) The commissioner shall have all of the powers granted to the commissioner by the laws of this State to the extent appropriate to enable the commissioner to supervise each Hawaii state branch, Hawaii state agency, or Hawaii representative office.
(b) In order to carry out the purposes under this article, the commissioner may:
(1) Enter into cooperative, coordinating, or information-sharing agreements with any other bank supervisory agency or any organization affiliated or representing one or more bank supervisory agencies;
(2) With respect to periodic examination or other supervision of a foreign bank that maintains a Hawaii state branch, Hawaii state agency, or Hawaii representative office, accept reports of examinations performed by, and reports submitted to, other bank supervisory agencies in lieu of conducting examinations, or of receiving reports, as might otherwise be required under this article;
(3) Enter into joint examinations or joint enforcement actions with any other bank supervisory agency having concurrent jurisdiction over any foreign bank; provided that the commissioner, at any time, may take any action independently if the commissioner determines that the action is necessary or appropriate to carry out the commissioner's responsibilities under this article and to ensure compliance with the laws of this State;
(4) Enter into contracts with any bank supervisory agency having concurrent regulatory or supervisory jurisdiction over a foreign bank maintaining a Hawaii state branch, Hawaii state agency, or Hawaii representative office, to engage the services of the agency's examiners at a reasonable rate of compensation; and
(5) Assess supervisory, examination, and other fees and charges that shall be payable by foreign banks maintaining a Hawaii state branch, Hawaii state agency, or Hawaii representative office in connection with the commissioner's performance of the commissioner's duties under this article and in accordance with this chapter and rules adopted by the commissioner.
(c) Supervisory, examination, and other fees and charges assessed by the commissioner in accordance with this article may be shared with other bank supervisory agencies or any organizations affiliated with or representing one or more bank supervisory agencies in accordance with agreements between the commissioner and the agencies or organizations. [L 1996, c 155, pt of §2; am L 2004, c 216, §43]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-225 Reports.

§412:13-225 Reports.
(a) Each foreign bank that is licensed to establish and maintain a Hawaii state branch, Hawaii state agency, or Hawaii representative office shall file with the commissioner any reports the commissioner may require.
(b) Each report filed with the commissioner under this article, or under any rule or order issued under this article, shall be in a form and contain any information, shall be signed in a manner, and shall be verified in a manner, as the commissioner may require. [L 1996, c 155, pt of §2]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-226 Books, accounts, and records.

§412:13-226 Books, accounts, and records.
Each foreign bank that is licensed to establish and maintain a Hawaii state branch, Hawaii state agency, or Hawaii representative office shall maintain or make available at any office appropriate books, accounts, and records reflecting:
(1) All transactions effected by or on behalf of the office; and
(2) All actions taken in this State by employees of the foreign banking corporation located in this State to effect transactions on behalf of any office of the foreign bank located outside this State. [L 1996, c 155, pt of §2]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-227 Voluntary closure of branch, agency, or representative office; application.

§412:13-227 Voluntary closure of branch, agency, or representative office; application.
(a) No foreign bank that is licensed to establish and maintain a Hawaii state branch, Hawaii state agency, or Hawaii representative office shall close the office without filing an application with, and obtaining the prior approval of, the commissioner. The application filed by a foreign bank under this section shall include the following information:
(1) The reasons for the closure of the office;
(2) The current financial condition of the bank in a form prescribed by the commissioner;
(3) The current business being conducted in the State, and an indication of the assets and liabilities attributable to business conducted in this State;
(4) A list of all creditors of the bank's business in this State, and their outstanding balances; and
(5) Any other information as the commissioner may require.
(b) If the commissioner finds, with respect to an application by a foreign bank under this section, that the closing of the office will not be substantially detrimental to the public convenience and advantage, the commissioner shall approve the application. If the commissioner finds otherwise, the commissioner shall deny the application.
(c) Whenever an application by a foreign bank under this section has been approved and all conditions precedent to the closing have been fulfilled, the foreign bank may close the office and shall promptly thereafter surrender to the commissioner the license which authorized the foreign bank to maintain the office. [L 1996, c 155, pt of §2]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-229 Immediate suspension or revocation.

§412:13-229 Immediate suspension or revocation.
(a) If the commissioner finds that any of the factors set forth in section 412:13-228(b) are true with respect to any foreign bank that is licensed to maintain a Hawaii state branch or Hawaii state agency, and that it is necessary for the protection of the interests of creditors of the foreign bank's business in this State or, in any case, for the protection of the public interest that the commissioner immediately suspend or revoke the license of the foreign bank, the commissioner may issue, without notice and hearing, an order immediately suspending or revoking the license of the foreign bank for a period of up to twenty days, pending investigation or hearing.
(b) The order immediately suspending or revoking the license shall be accompanied by a notice of charges which states the alleged grounds for the order. The notice of charges shall set forth a time and place for a hearing to determine whether the immediate order of suspension or revocation shall be made final.
(c) The order shall be effective upon service on the Hawaii state branch or Hawaii state agency and shall remain in effect until a final order is issued after a hearing, a final order is consented to, or the charges are dismissed upon completion of a hearing. The foreign bank may contest the issuance of the immediate suspension or revocation order by applying to the circuit court for an injunction.
(d) Within twenty days after the service of a notice of charges, unless an earlier date or later date is set by the commissioner upon request of the foreign bank, the commissioner shall hold a hearing in accordance with chapter 91. If no appearance is made at the scheduled hearing by the foreign bank or the foreign bank's authorized representative, the foreign bank shall be deemed to have consented to the issuance of the final suspension or revocation order. Any appeal of a final order of suspension or revocation shall be made to the circuit court in accordance with chapter 91.
(e) Any order of immediate suspension or revocation may be enforced in the circuit court upon application by the commissioner. Any final order of suspension or revocation issued in accordance with this section may be enforced as provided for in section 412:13-228(c). [L 1996, c 155, pt of §2]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-230 Seizure of foreign bank's property and business; liquidation.

§412:13-230 Seizure of foreign bank's property and business; liquidation.
(a) If the commissioner finds that any of the factors set forth in section 412:13-228 are true with respect to any foreign bank that is licensed to establish and maintain a Hawaii state branch or Hawaii state agency and that it is necessary for the protection of the interests of the creditors of the foreign bank's business in this State, or for the protection of the public interest that a conservator or receiver take immediate possession of the property and business of the foreign bank, the commissioner, by order, may appoint a conservator or receiver forthwith to take possession of the property and business of the foreign bank in this State and retain possession until the foreign bank resumes business in this State or is finally liquidated. The provisions of part IV of article 2 of this chapter, to the extent applicable, shall govern the procedures for appointment of the conservator or receiver, any judicial proceedings arising from the appointment, and the duties and powers of the conservator or receiver. The foreign bank, with the consent of the commissioner, may resume business in this State upon any conditions as the commissioner may prescribe by rule or order.
(b) Whenever a conservator or receiver takes possession of the property and business of a foreign bank pursuant to subsection (a), the conservator or receiver shall conserve or liquidate the property and business of the foreign bank pursuant to the laws of this State as if the foreign bank were a Hawaii state bank, with absolute preference and priority given to the creditors of the foreign bank arising out of transactions with, and recorded on the books of, its Hawaii state branch or Hawaii state agency over the creditors of the foreign bank's offices located outside this State.
(c) Whenever a receiver has completed the liquidation of the property and business of a foreign bank, the receiver shall transfer any remaining assets to the foreign bank in accordance with the orders as the court may issue. However, in case the foreign bank has an office in another state of the United States that is in liquidation and the assets of that office appear to be insufficient to pay in full the creditors of that office, the court shall order the receiver to transfer to the liquidator of that office the amount of any remaining assets as appears to be necessary to cover the insufficiency; if there are two or more offices and the amount of remaining assets is less than the aggregate amount of insufficiencies with respect to the offices, the court shall order the receiver to distribute the remaining assets among the liquidators of the offices in a manner as the court finds equitable. [L 1996, c 155, pt of §2]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-300 Purposes.

§412:13-300 Purposes.
This part is generally intended to ensure that interstate state branches of out-of-state foreign banks may be established and operated in this State:
(1) To the extent consistent with the provisions of section 5 of the federal International Banking Act; and
(2) Under terms and conditions that are generally comparable to and no less favorable than those applicable to, the establishment of interstate federal branches in this State by out-of-state foreign banks. [L 1996, c 155, pt of §2]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:13-301 Establishment of interstate branches in this State by out-of-state foreign banks.

§412:13-301 Establishment of interstate branches in this State by out-of-state foreign banks.
(a) Except as provided in subsection (b), an out-of-state foreign bank may establish an interstate Hawaii state branch in the same manner (including by merger or other transactions under section 44 of the Federal Deposit Insurance Act, and comparable provisions of the laws of this State, with Hawaii banks or other institutions) as, and generally subject to the same criteria, standards, conditions, requirements, and procedures applicable to the establishment of interstate branches in this State by, an out-of-state bank having the same home state in the United States, notwithstanding any provision of the laws or rules of this State to the contrary.
(b) Notwithstanding subsection (a), the commissioner:
(1) Shall apply to the establishment of an initial interstate Hawaii state branch, and subsequent intrastate Hawaii state branches, of any out-of-state foreign bank the same criteria, standards, conditions, requirements, and procedures applicable under part II of this article, or rules thereunder to the establishment of an initial Hawaii state branch, and of subsequent intrastate Hawaii state branches, respectively;
(2) May apply any other criteria, standards, conditions, requirements, or provisions of the laws or rules of this State that are determined by the commissioner to be substantially equivalent to or consistent with criteria, standards, conditions, requirements, or provisions of federal law or regulation generally applicable to the establishment of branches in the United States by foreign banks or specifically applicable to the establishment of a branch in the United States by the applicant foreign bank;
(3) May by rule or order allow an out-of-state foreign bank:
(A) To acquire an individual branch of any "insured bank" within the meaning of section 3(h) of the Federal Deposit Insurance Act (12 U.S.C. 1813(h)), or of any other depository institution, including another foreign bank, without acquiring the entire bank or other institution; or
(B) To acquire or merge with another foreign bank maintaining a Hawaii state branch or agency and thereafter continue operations as its own; and
(C) To acquire or establish an interstate Hawaii state branch through any other means not inconsistent with section 5 of the federal International Banking Act (12 U.S.C. 3103). [L 1996, c 155, pt of §2]
2023 Hawaii Revised Statutes › Title 22. Banks and Financial Institutions › 412. Code of Financial Institutions › 412:14-100 Automated teller machine fees.

Revision Note
Article heading added by revisor pursuant to §23G-15.
§412:14-100 Automated teller machine fees.
An owner or operator of an automated teller machine may assess a transaction fee on any person for use of that machine who uses a card or other access device for an account that is located within or without the United States.
Agreements to operate or share an automated teller machine may not prohibit, limit, or restrict the right of the owner or operator of the automated teller machine to charge a person a transaction fee. [L 2008, c 4, §2]
Cross References
Places of business, see § §412:3-500 to 412:3-509.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-2 Reservation of power to amend or repeal.

§414-2 Reservation of power to amend or repeal.
The legislature has the power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-5 Number of shareholders.

§414-5 Number of shareholders.
(a) For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:
(1) Three or fewer co-owners;
(2) A corporation, partnership, trust, estate, or other entity; or
(3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(b) For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-6 Department director; powers.

§414-6 Department director; powers.
The director of commerce and consumer affairs for the State of Hawaii has the power reasonably necessary to perform the duties required of the department director by this chapter, and to administer this chapter efficiently. The department director shall adopt necessary rules, subject to chapter 91. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-11 Filing requirements.

§414-11 Filing requirements.
(a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the department director.
(b) This chapter must require or permit filing the document in the office of the department director.
(c) The document must contain the information required by this chapter. It may contain other information as well.
(d) The document must be typewritten or printed.
(e) The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of good standing required of foreign corporations need not be in English if accompanied by an English translation under oath of the translator.
(f) The document must be certified and executed:
(1) By the chairperson of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;
(2) If directors have not been selected or the corporation has not been formed, by an incorporator; or
(3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(g) The person executing the document shall sign it and print beneath or opposite that person's signature the person's name and the capacity in which the person signs. The document may but need not contain:
(1) The corporate seal;
(2) An attestation by the secretary or an assistant secretary; or
(3) An acknowledgment, verification, or proof.
(h) If the department director has prescribed a mandatory form for the document under section 414-12, the document must be in or on the prescribed form.
(i) The document must be delivered to the office of the department director for filing and must be accompanied by the correct filing fee and any penalty required by this chapter. [L 2000, c 244, pt of §1; am L 2001, c 129, § §6 to 8]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-12 Forms.

§414-12 Forms.
(a) The department director may prescribe and furnish on request forms for:
(1) An application for a certificate of good standing;
(2) A foreign corporation's application for a certificate of authority to transact business in this State;
(3) A foreign corporation's application for a certificate of withdrawal; and
(4) The annual report.
If the department director so requires, use of these forms is mandatory.
(b) The department director may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter but their use is not mandatory. [L 2000, c 244, pt of §1; am L 2001, c 129, §9]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-13 Filing, service, and copying fees.

§414-13 Filing, service, and copying fees.
(a) The following fees shall be paid to the department director upon the filing of corporate documents:
(1) Articles of incorporation, $100;
(2) Articles of amendment, $25;
(3) Restated articles of incorporation, $25;
(4) Articles of conversion or merger, $100;
(5) Articles of merger (subsidiary corporation), $50;
(6) Articles of dissolution, $25;
(7) Annual report of domestic and foreign corporations organized for profit, $25;
(8) Any other statement, report, certificate, application, or other corporate document, except an annual report, of a domestic or foreign corporation, $25;
(9) Application for a certificate of authority, $100;
(10) Application for a certificate of withdrawal, $25;
(11) Reservation of corporate name, $10;
(12) Transfer of reservation of corporate name, $10;
(13) Good standing certificate, $5;
(14) Special handling fee for review of corporation documents, excluding articles of conversion or merger, $25;
(15) Special handling fee for review of articles of conversion or merger, $75;
(16) Special handling fee for certificates issued by the department, $10 per certificate;
(17) Special handling fee for certification of documents, $10; and
(18) For filings relating to registered agents, the fees established by section 425R-2.
(b) All special handling fees shall be credited to the special fund established for use by the department of commerce and consumer affairs in expediting the processing of documents. At least two temporary business registration assistant I positions shall be paid out of the special fund.
(c) The department director shall adjust the fees assessed under this section, as necessary from time to time, through rules adopted under chapter 91.
(d) The department director shall charge and collect:
(1) For furnishing a certified copy of any document, instrument, or paper relating to a corporation, $10 for the certificate and affixing the seal thereto; and
(2) At the time of any service of process on the department director as agent for service of process of a corporation, $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. [L 2000, c 244, pt of §1; am L 2001, c 129, §10; am L 2004, c 116, §3 and c 117, §1; am L 2009, c 55, §3]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-14 Effective time and date of document.

§414-14 Effective time and date of document.
(a) Except as provided in subsection (b) and section 414-15(c), a document accepted for filing is effective at the time of filing on the date it is filed, as evidenced by the department director's date and time endorsement on the original document.
(b) Articles of dissolution, articles of conversion, and articles of merger or share exchange may specify a delayed effective time and date, and if it does 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 it is filed. [L 2000, c 244, pt of §1; am L 2001, c 129, §11; am L 2002, c 130, §9]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-15 Correcting filed document.

§414-15 Correcting filed document.
(a) A domestic or foreign corporation may correct a document filed by the department director if the document:
(1) Contains an incorrect statement; or
(2) Was defectively executed, attested, sealed, verified, or acknowledged.
(b) A document is corrected by:
(1) Preparing articles of correction that:
(A) Describe the document (including its filing date) or attach a copy of it to the articles;
(B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C) Correct the incorrect statement or defective execution; and
(2) Delivering the articles of correction to the department director for filing.
(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-16 Filing duty of department director.

§414-16 Filing duty of department director.
(a) If a document delivered to the department director for filing satisfies the requirements of section 414-11, the department director shall file it.
(b) The department director files a document by stamping or otherwise endorsing the document including the date and time of receipt.
(c) If the department director refuses to file a document, the department director shall return it to the domestic or foreign corporation or its representative together with a brief, written explanation of the reason for the department director's refusal.
(d) The department director's duty to file documents under this section is ministerial. The department director's filing or refusing to file a document does not:
(1) Affect the validity or invalidity of the document in whole or part;
(2) Relate to the correctness or incorrectness of information contained in the document; and
(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. [L 2000, c 244, pt of §1; am L 2001, c 129, §12]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-17 Appeal from department director's refusal to file document.

§414-17 Appeal from department director's refusal to file document.
(a) If the department director refuses to file a document delivered to the department director for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document in the circuit court. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the department director's explanation of the department director's refusal to file.
(b) The court may summarily order the department director to file the document or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-18 Evidentiary effect of copy of filed document.

§414-18 Evidentiary effect of copy of filed document.
A certificate attached to a copy of a document filed by the department director, bearing the department director's signature (which may be in facsimile) and the seal of the department of commerce and consumer affairs, is conclusive evidence that the original document is on file with the department director. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-19 Certificates and certified copies to be received in evidence.

§414-19 Certificates and certified copies to be received in evidence.
All certificates issued by the department director pursuant to this chapter, and all copies of documents filed in the department director's office pursuant to this chapter when certified by the department director, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. A certificate by the department director, under the seal of the department of commerce and consumer affairs, as to the existence or nonexistence of the facts relating to corporations, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-20 Penalty for signing false document.

§414-20 Penalty for signing false document.
(a) A person commits an offense if the person signs a document the person knows is false in any material respect with intent that the document be delivered to the department director for filing.
(b) An offense under this section is a class C felony. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-32 Articles of incorporation.

§414-32 Articles of incorporation.
(a) The articles of incorporation shall set forth:
(1) A corporate name for the corporation that satisfies the requirements of section 414-51;
(2) The number of shares the corporation is authorized to issue;
(3) The mailing address of the corporation's initial principal office and the information required by section 425R-4(a); and
(4) The name and address of each incorporator.
(b) The articles of incorporation may set forth:
(1) The names and addresses of the individuals who are to serve as the initial directors;
(2) Provisions not inconsistent with law regarding:
(A) The purpose or purposes for which the corporation is organized;
(B) Managing the business and regulating the affairs of the corporation;
(C) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
(D) A par value for authorized shares or classes of shares; and
(E) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
(3) Any provision that under this chapter is required or permitted to be set forth in the bylaws;
(4) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, subject to section 414-222; and
(5) A provision permitting or making obligatory indemnification of a director for liability (as defined in section [414-241]) to any person for any action taken, or any failure to take any action, as a director, except liability for:
(A) Receipt of a financial benefit to which the director is not entitled;
(B) An intentional infliction of harm on the corporation or its shareholders;
(C) A violation of section 414-223; or
(D) An intentional violation of criminal law.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. [L 2000, c 244, pt of §1; am L 2002, c 130, §10; am L 2009, c 55, §4]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-33 Incorporation.

§414-33 Incorporation.
(a) The corporate existence begins when the articles of incorporation are filed.
(b) The department director's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-34 Liability for pre-incorporation transactions.

§414-34 Liability for pre-incorporation transactions.
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-35 Organization of corporation.

§414-35 Organization of corporation.
(a) After incorporation:
(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect:
(A) Directors and complete the organization of the corporation; or
(B) A board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held in or out of this State. [L 2000, c 244, pt of §1]
Revision Note
Subsection (a)(2)(A) and (B) redesignated pursuant to §23G-15(1).
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-36 Bylaws.

§414-36 Bylaws.
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation. [L 2000, c 244, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414. Hawaii Business Corporation Act › 414-37 Emergency bylaws.

§414-37 Emergency bylaws.
(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(1) Procedures for calling a meeting of the board of directors;
(2) Quorum requirements for the meeting; and
(3) Designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws:
(1) Binds the corporation; and
(2) May not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. [L 2000, c 244, pt of §1]