reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-117 Partner's liability.

§425-117 Partner's liability.
(a) Except as otherwise provided in subsections (b) and (c), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-118 Actions by and against partnership and partners.

§425-118 Actions by and against partnership and partners.
(a) A partnership may sue and be sued in the name of the partnership.
(b) An action may be brought against the partnership and, to the extent not inconsistent with section 425-117, any or all of the partners in the same action or in separate actions.
(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership shall not be satisfied from a partner's assets unless there is also a judgment against the partner.
(d) A judgment creditor of a partner shall not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 425-117 and:
(1) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) The partnership is a debtor in bankruptcy;
(3) The partner has agreed that the creditor need not exhaust partnership assets;
(4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(5) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 425-119. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-119 Liability of purported partner.

§425-119 Liability of purported partner.
(a) If a person, by word or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(c) Except as otherwise provided in subsections (a) and (b), persons who are not partners as to each other are not liable as partners to other persons. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-120 Partner's rights and duties.

§425-120 Partner's rights and duties.
(a) Each partner is deemed to have an account that is:
(1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
(2) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
(b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership business.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(i) A person may become a partner only with the consent of all of the partners.
(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(k) This section does not affect the obligations of a partnership to other persons under section 425-112. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-122 Partner's rights and duties with respect to information.

§425-122 Partner's rights and duties with respect to information.
(a) A partnership shall keep its books and records, if any, at its chief executive office.
(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
(1) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this part; and
(2) On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-123 General standards of partner's conduct.

§425-123 General standards of partner's conduct.
(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c).
(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:
(1) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
(3) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A partner shall discharge the duties to the partnership and the other partners under this part or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligation under this part or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
(f) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner. [L 1999, c 284, pt of §1]
Case Notes
Partners in a joint venture have a statutory duty of loyalty and good faith to refrain from self-dealing; a breach of fiduciary duty in this context is not barred by the economic loss rule because the duty arises not only from the contract but also from partnership principles. 780 F. Supp. 2d 1061 (2011).
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-124 Actions by partnership and partners.

§425-124 Actions by partnership and partners.
(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
(1) Enforce the partner's rights under the partnership agreement;
(2) Enforce the partner's rights under this part, including:
(A) The partner's rights under section 425-120, 425-122, or 425-123;
(B) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 425-133 or enforce any other right under sections 425-130 to 425-132 or sections 425-133 to 425-137; or
(C) The partner's right to compel a dissolution and winding up of the partnership business or enforce any other right under sections 425-138 to 425-144; or
(3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-125 Continuation of partnership beyond definite term or particular undertaking.

§425-125 Continuation of partnership beyond definite term or particular undertaking.
(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-126 Partner not co-owner of partnership property.

§425-126 Partner not co-owner of partnership property.
A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-127 Partner's transferable interest in partnership.

§425-127 Partner's transferable interest in partnership.
The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-128 Transfer of partner's transferable interest.

§425-128 Transfer of partner's transferable interest.
(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership:
(1) Is permissible;
(2) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and
(3) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
(b) A transferee of a partner's transferable interest in the partnership has a right:
(1) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(3) To seek under section 425-138 a judicial determination that it is equitable to wind up the partnership business.
(c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
(e) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.
(f) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-129 Partner's transferable interest subject to charging order.

§425-129 Partner's transferable interest subject to charging order.
(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.
(b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(c) At any time before foreclosure, an interest charged may be redeemed:
(1) By the judgment debtor;
(2) With property other than partnership property, by one or more of the other partners; or
(3) With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.
(d) This part does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.
(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-131 Partner's power to dissociate; wrongful dissociation.

§425-131 Partner's power to dissociate; wrongful dissociation.
(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section 425-130(1).
(b) A partner's dissociation is wrongful only if:
(1) It is in breach of an express provision of the partnership agreement; or
(2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
(A) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under section 425-130(6) to (10) or wrongful dissociation under this subsection;
(B) The partner is expelled by judicial determination under section 425-130(5);
(C) The partner is dissociated by becoming a debtor in bankruptcy; or
(D) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it wilfully dissolved or terminated.
(c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-132 Effect of partner's dissociation.

§425-132 Effect of partner's dissociation.
(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 425-138 to 425-144 apply; otherwise, sections 425-133 to 425-137 apply.
(b) Upon a partner's dissociation:
(1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 425-140;
(2) The partner's duty of loyalty under section 425-123(b)(3) terminates; and
(3) The partner's duty of loyalty under section 425-123(b)(1) and (2) and duty of care under section 425-123(c) continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 425-140. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-134 Dissociated partner's power to bind and liability to partnership.

§425-134 Dissociated partner's power to bind and liability to partnership.
(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership is bound by an act of the dissociated partner which would have bound the partnership under section 425-112 before dissociation only if at the time of entering into the transaction the other party:
(1) Reasonably believed that the dissociated partner was then a partner;
(2) Did not have notice of the partner's dissociation; and
(3) Is not deemed to have had knowledge under section 425-114(b) or notice under section 425-136(c).
(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a). [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-135 Dissociated partner's liability to other persons.

§425-135 Dissociated partner's liability to other persons.
(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b).
(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership within two years after the partner's dissociation, only if the partner is liable for the obligation under section 425-117 and at the time of entering into the transaction the other party:
(1) Reasonably believed that the dissociated partner was then a partner;
(2) Did not have notice of the partner's dissociation; and
(3) Is not deemed to have had knowledge under section 425-114(b) or notice under section 425-136(c).
(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-136 Statement of dissociation.

§425-136 Statement of dissociation.
(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.
(b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of section 425-114(a) and (b).
(c) For the purposes of sections 425-134(a)(3) and 425-135(b)(3), a person not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-137 Continued use of partnership name.

§425-137 Continued use of partnership name.
Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-138 Events causing dissolution and winding up of partnership business.

§425-138 Events causing dissolution and winding up of partnership business.
A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events:
(1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under section 425-130(2) to (10), of that partner's express will to withdraw as a partner, or on a later date specified by the partner;
(2) In a partnership for a definite term or particular undertaking:
(A) Within ninety days after a partner's dissociation by death or otherwise under section 425-130(6) to (10) or wrongful dissociation under section 425-131(b), the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to section 425-131(b)(2) constitutes the expression of that partner's will to wind up the partnership business;
(B) The express will of all of the partners to wind up the partnership business; or
(C) The expiration of the term or the completion of the undertaking;
(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
(5) On application by a partner, a judicial determination that:
(A) The economic purpose of the partnership is likely to be unreasonably frustrated;
(B) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or
(C) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
(6) On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:
(A) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(B) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-139 Partnership continues after dissolution.

§425-139 Partnership continues after dissolution.
(a) Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.
(b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:
(1) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and
(2) The rights of a third party accruing under section 425-141(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-140 Right to wind up partnership business.

§425-140 Right to wind up partnership business.
(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, a court of competent jurisdiction for good cause shown, may order judicial supervision of the winding up.
(b) The legal representative of the last surviving partner may wind up a partnership's business.
(c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 425-144, settle disputes by mediation or arbitration, and perform other necessary acts. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-141 Partner's power to bind partnership after dissolution.

§425-141 Partner's power to bind partnership after dissolution.
Subject to section 425-142, a partnership is bound by a partner's act after dissolution that:
(1) Is appropriate for winding up the partnership business; or
(2) Would have bound the partnership under section 425-112 before dissolution, if the other party to the transaction did not have notice of the dissolution. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-142 Statement of dissolution.

§425-142 Statement of dissolution.
(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
(b) A statement of dissolution cancels a filed registration for the purposes of section 425-114(a) and is a limitation on authority for the purposes of section 425-114(b).
(c) For the purposes of sections 425-112 and 425-141, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed.
(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a registration statement which will operate with respect to a person not a partner as provided in section 425-114(a) and (b) in any transaction, whether or not the transaction is appropriate for winding up the partnership business. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-143 Partner's liability to other partners after dissolution.

§425-143 Partner's liability to other partners after dissolution.
(a) Except as otherwise provided in subsection (b) and section 425-117, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 425-141.
(b) A partner who, with knowledge of the dissolution, incurs a partnership liability under section 425-141(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-144 Settlement of accounts and contributions among partners.

§425-144 Settlement of accounts and contributions among partners.
(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b).
(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under section 425-117.
(c) If a partner fails to contribute the full amount required under subsection (b), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under section 425-117. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under section 425-117.
(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under section 425-117.
(e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.
(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership. [L 1999, c 284, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-151 Name.

§425-151 Name.
The name of a limited liability partnership shall contain "Registered Limited Liability Partnership" or "Limited Liability Partnership", or the abbreviation "R.L.L.P.", "L.L.P.", "RLLP", or "LLP". [L 2000, c 218, pr of §1; am L 2001, c 241, §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-152 Limited liability partnerships; formation.

§425-152 Limited liability partnerships; formation.
(a) A partnership may become a limited liability partnership if the partnership:
(1) Obtains the partnership's approval of the terms and conditions upon which the partnership shall become a limited liability partnership;
(2) Files a registration statement with the director pursuant to part I, either prior to, or simultaneously with the filing of a statement of qualification as provided by this subpart; and
(3) Is in good standing pursuant to part I.
(b) The terms and conditions upon which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement; provided that where a partnership agreement specifies the vote necessary to amend provisions of the partnership agreement controlling obligations to contribute to the partnership, approval shall be by the vote necessary to amend those provisions.
(c) The filing of a statement of qualification pursuant to this subpart establishes that a partnership has satisfied all conditions precedent to qualification of the partnership as a limited liability partnership. [L 2000, c 218, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-153 Statement of qualification.

§
425
-153 Statement of qualification.
A statement of qualification shall contain:
(1) The name of the partnership;
(2) A statement that the partnership elects to be a limited liability partnership; and
(3) The mailing address of the partnership's initial principal office and the information required by section 425R-4(a). [L 2000, c 218, pt of §1; am L 2001, c 129, §73; am L 2002, c 130, §86; am L 2004, c 121, §30; am L 2009, c 55, §35]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-154 Amending and restating, amending, and restating the statement of qualification; voluntary cancellation.

§425-154 Amending and restating, amending, and restating the statement of qualification; voluntary cancellation.
(a) A statement of qualification may be amended and restated at any time for any proper purpose determined by the partners. The amended and restated statement of qualification shall set forth:
(1) All of the operative provisions of the statement of qualification as previously amended; and
(2) A statement that the amended and restated statement of qualification supersedes the original statement of qualification and all amendments thereto.
The amended and restated statement of qualification shall be delivered to the director for filing. The director may certify the amended and restated statement of qualification as the statement of qualification currently in effect, without including the information required to be filed by paragraph (2).
(b) A statement of qualification shall be amended by delivering a statement of amendment of limited liability partnership to the director for filing. The statement of amendment shall set forth:
(1) The name of the limited liability partnership;
(2) The date on which the limited liability partnership's statement of qualification was filed; and
(3) The amendment to the statement of qualification.
(c) A restated statement of qualification may be executed and filed in the same manner as a statement of amendment. The restated statement of qualification shall set forth all of the operative provisions of the statement of qualification as previously amended, together with a statement that the restated statement of qualification correctly sets forth without change the corresponding provisions of the statement of qualification as previously amended, and that the restated statement of qualification supersedes the original statement of qualification and all amendments thereto. The director may certify the restated statement of qualification currently in effect, without including the information required to be set forth in the restatement by this subsection.
(d) An amended, restated, or amended and restated statement of qualification shall be effective when filed.
(e) A limited liability partnership validly created under this chapter may voluntarily cancel its limited liability status with an amendment to a statement of qualification. [L 2000, c 218, pt of §1; am L 2001, c 241, §2; am L 2002, c 130, §87; am L 2003, c 124, §52]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-155 Status as limited liability partnership; cancellation.

§425-155 Status as limited liability partnership; cancellation.
(a) The status of a partnership as a limited liability partnership shall be effective upon the filing of the statement of qualification.
(b) Status as a limited liability partnership shall continue, regardless of changes in the partnership, until canceled pursuant to section 425-14, revoked pursuant to section 425-164, or voluntarily canceled pursuant to section 425-154. Cancellation of a statement of qualification shall be effective upon filing.
(c) The status of a partnership as a limited liability partnership and the liability of its partners shall not be affected by errors in or amendments made to the information required to be contained in the statement of qualification under section 425-153. [L 2000, c 218, pt of §1; am L 2001, c 241, §3]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-156 Foreign limited liability partnerships.

§425-156 Foreign limited liability partnerships.
(a) Before transacting business in this State, a foreign limited liability partnership shall register pursuant to part I of this chapter, file a statement of foreign qualification with the director, and submit a certificate of good standing or other similar record duly authenticated by the secretary of state or other official having custody of limited liability partnership records in the state or country under whose law it was formed; provided that the certificate shall be dated not earlier than sixty days prior to the filing of the application. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate. (b) A foreign limited liability partnership shall not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this State. [L 2000, c 218, pt of §1; am L 2001, c 241, §4; am L 2002, c 130, §88; am L 2003, c 124, §53]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-157 Law governing foreign limited liability partnership.

§425-157 Law governing foreign limited liability partnership.
(a) The law under which a foreign limited liability partnership is formed shall govern relations among the partners, between the partners and the partnership, and the liability of partners for obligations of the partnership.
(b) A statement of foreign qualification shall not be construed to authorize a foreign limited liability partnership to engage in any business or exercise any power prohibited to a limited liability partnership in this State. [L 2000, c 218, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-158 Statement of foreign qualification.

§425-158 Statement of foreign qualification.
A statement of foreign qualification shall contain:
(1) The name of the foreign limited liability partnership, which name complies with the law of the state or other jurisdiction under which the foreign limited liability partnership is formed;
(2) A statement that the partnership elects to be a foreign limited liability partnership; and
(3) The mailing address of the partnership's principal office and the information required by section 425R-4(a). [L 2000, c 218, pt of §1; am L 2001, c 241, §5; am L 2002, c 130, §89; am L 2004, c 121, §31; am L 2006, c 184, §19 and c 235, §13; am L 2009, c 55, §36]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-159 Amending, restating, and amending and restating the statement of foreign qualification; voluntary cancellation.

§425-159 Amending, restating, and amending and restating the statement of foreign qualification; voluntary cancellation.
(a) A foreign limited liability partnership shall amend, restate, and amend and restate the statement of qualification in the same manner prescribed for domestic limited liability partnerships in section 425-154.
(b) A foreign limited liability partnership validly elected under this chapter may voluntarily cancel its limited liability status in an amendment to a statement of qualification. [L 2000, c 218, pt of §1; am L 2001, c 241, §6; am L 2003, c 124, §54]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-160 Status as qualified foreign limited liability partnership; cancellation.

§425-160 Status as qualified foreign limited liability partnership; cancellation.
(a) The status of a partnership as a qualified foreign limited liability partnership shall be effective upon the filing of the statement of foreign qualification.
(b) Status as a qualified foreign limited liability partnership shall continue, regardless of changes in the partnership, until canceled pursuant to section 425-14 or revoked pursuant to section 425-164. Cancellation of a statement of foreign qualification is effective when it is filed.
(c) The status of a partnership as a foreign limited liability partnership and the liability of its partners shall not be affected by errors in or amendments made to the information required to be contained in the statement of foreign qualification under section 425-158. [L 2000, c 218, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-161 Foreign limited liability partnerships; effect of failure to qualify.

§425-161 Foreign limited liability partnerships; effect of failure to qualify.
(a) A foreign limited liability partnership engaged in the transaction of business in this State shall not maintain an action or proceeding in this State unless it has in effect a statement of foreign qualification.
(b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification shall not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State.
(c) A limitation on personal liability of a partner is not waived solely by the transaction of business in this State without a statement of foreign qualification.
(d) If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the director shall be its agent for service of process with respect to a right of action arising out of a business transaction in this State. [L 2000, c 218, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-162 Foreign limited liability partnerships; activities not constituting the transaction of business.

§425-162 Foreign limited liability partnerships; activities not constituting the transaction of business.
(a) Activities of a foreign limited liability partnership that do not constitute the transaction of business include:
(1) Maintaining, defending, or settling an action or proceeding;
(2) Holding meetings of its partners or carrying on any other activity concerning its affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of the 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, with or without a mortgage, or other security interest in property;
(8) Collecting debts or foreclosing 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; and
(10) Transacting business in interstate commerce.
(b) The ownership in this State of income-producing real property or income-producing tangible personal property, other than property excluded under subsection (a), constitutes the transaction of business in this State.
(c) This section shall not apply to a determination of contracts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this State. [L 2000, c 218, pt of §1; am L 2002, c 130, §90]