reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-702 Transfer of partner's transferable interest.

§425E-
702 Transfer of partner's transferable interest.
(a) A transfer, in whole or in part, of a partner's transferable interest:
(1) Is permissible;
(2) Shall not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and
(3) Shall not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection (c), or to inspect or copy the required information or the limited partnership's other records.
(b) A transferee has a right to receive, in accordance with the transfer:
(1) Distributions to which the transferor would otherwise be entitled; and
(2) Upon the dissolution and winding up of the limited partnership's activities the net amount otherwise distributable to the transferor.
(c) In a dissolution and winding up, a transferee shall be entitled to an account of the limited partnership's transactions only from the date of dissolution.
(d) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.
(e) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer.
(f) A transfer of a partner's transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement shall be ineffective as to a person having notice of the restriction at the time of transfer.
(g) A transferee that becomes a partner with respect to a transferable interest shall be liable for the transferor's obligations under sections 425E-502 and 425E-509. However, the transferee shall not be liable for obligations unknown to the transferee at the time the transferee became a partner. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-703 Rights of creditors of partners or transferees.

§425E-
703 Rights of creditors of partners or transferees.
(a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. 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 to give effect to the charging order.
(b) A charging order constitutes a lien on the judgment debtor's transferable interest. The court may order a foreclosure upon 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 limited partnership property, by one or more of the other partners; or
(3) With limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged.
(d) This chapter shall not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner's or transferee's transferable interest.
(e) This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor's transferable interest. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-704 Power of estate of deceased partner.

§425E-
704 Power of estate of deceased partner.
If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in section 425E-702 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under section 425E-304. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-801 Nonjudicial dissolution.

§425E-801 Nonjudicial dissolution.
Except as otherwise provided in section 425E-802, a limited partnership shall be dissolved, and its activities shall be wound up, only upon the occurrence of any of the following:
(1) The happening of an event specified in the partnership agreement;
(2) The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;
(3) After the dissociation of a person as a general partner:
(A) If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership is given within ninety days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or
(B) If the limited partnership does not have a remaining general partner, the passage of ninety days after the dissociation, unless before the end of the period:
(i) Consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(ii) At least one person is admitted as a general partner in accordance with the consent;
(4) The passage of ninety days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or
(5) The signing and filing of a declaration of cancellation by the director under section 425E-809. [L 2003, c 210, pt of §1; am L 2006, c 184, §23]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-802 Judicial dissolution.

§425E-
802 Judicial dissolution.
On application by a partner, the circuit court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-803 Winding up.

§425E-
803 Winding up.
(a) A limited partnership continues after dissolution only for the purpose of winding up its activities.
(b) In winding up its activities, the limited partnership:
(1) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in section 425E-203, and perform other necessary acts; and
(2) Shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.
(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
(1) Has the powers of a general partner under section 425E-804; and
(2) Shall promptly amend the certificate of limited partnership to state:
(A) That the limited partnership does not have a general partner;
(B) The name of the person that has been appointed to wind up the limited partnership; and
(C) The street and mailing address of the person.
(d) On the application of any partner, the circuit court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if:
(1) A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or
(2) The applicant establishes other good cause. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-804 Power of general partner and person dissociated as general partner to bind partnership after dissolution.

§425E-
804 Power of general partner and person dissociated as general partner to bind partnership after dissolution.
(a) A limited partnership shall be bound by a general partner's act after dissolution that:
(1) Is appropriate for winding up the limited partnership's activities; or
(2) Would have bound the limited partnership under section 425E-402 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(1) At the time the other party enters into the transaction:
(A) Less than two years has passed since the dissociation; and
(B) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
(2) The act:
(A) Is appropriate for winding up the limited partnership's activities; or
(B) Would have bound the limited partnership under section 425E-402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-805 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partners.

§425E-
805 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partners.
(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 425E-804(a) by an act that is not appropriate for winding up the partnership's activities, the general partner shall be liable:
(1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under section 425E-804(b), the person shall be liable:
(1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-806 Known claims against dissolved limited partnership.

§425E-
806 Known claims against dissolved limited partnership.
(a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b).
(b) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice shall:
(1) Specify the information required to be included in a claim;
(2) Provide a mailing address to which the claim is to be sent;
(3) State the deadline for receipt of the claim, that may not be less than one hundred twenty days after the date the notice is received by the claimant;
(4) State that the claim will be barred if not received by the deadline; and
(5) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on section 425E-404.
(c) A claim against a dissolved limited partnership shall be barred if the requirements of subsection (b) are met and:
(1) The claim is not received by the specified deadline; or
(2) In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within ninety days after the receipt of the notice of the rejection.
(d) This section shall not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-807 Other claims against dissolved limited partnership.

§425E-
807 Other claims against dissolved limited partnership.
(a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.
(b) The notice shall:
(1) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's principal office is located or, if it has none in this State, in the city and county of Honolulu;
(2) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;
(3) State that a claim against the limited partnership shall be barred unless an action to enforce the claim is commenced within five years after publication of the notice; and
(4) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership shall also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on section 425E-404.
(c) If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants shall be barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five years after the publication date of the notice:
(1) A claimant that did not receive notice in a record under section 425E-806;
(2) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim not barred under this section may be enforced:
(1) Against the dissolved limited partnership, to the extent of its undistributed assets;
(2) If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims under this paragraph shall not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or
(3) Against any person liable on the claim under section 425E-404. [L 2003, c 210, pt of §1; am L 2009, c 55, §48]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-808 Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

§425E-
808 Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
If a claim against a dissolved limited partnership is barred under section 425E-806 or 425E-807, any corresponding claim under section 425E-404 shall also be barred. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-809 Administrative cancellation.

§425E-809 Administrative cancellation.
(a) The director may cancel the certificate of a limited partnership administratively if the partnership fails to:
(1) Pay any fees prescribed by law;
(2) File its annual statement for a period of two years;
(3) Appoint and maintain an agent for service of process as required; or
(4) File a statement of a change in the name or business address of the agent as required.
Administrative cancellation shall not relieve the general partners of liability for the penalties for the failure to file any statement or certificate required by this chapter.
(b) A limited partnership administratively canceled continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under sections 425E-803 and 425E-812 and to notify claimants under sections 425E-806 and 425E-807.
(c) The administrative cancellation of a limited partnership shall not terminate the authority of its agent for service of process. [L 2003, c 210, pt of §1; am L 2006, c 184, §24]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-810 Reinstatement following administrative cancellation.

§425E-810 Reinstatement following administrative cancellation.
(a) A limited partnership that has been administratively canceled may apply to the director for reinstatement within two years after the effective date of cancellation. The application shall:
(1) Recite the name of the limited partnership and the effective date of its administrative cancellation;
(2) Contain all reports due and unfiled;
(3) Contain the payment of all delinquent fees and penalties; and
(4) Contain a certificate or other writing from the department of taxation indicating that all taxes owed by the limited partnership have been paid, a payment arrangement has been entered into, or the unpaid tax liabilities are being contested in an administrative or judicial appeal with the department of taxation.
(b) Within the applicable reinstatement period, should the name of the limited partnership, or a name substantially identical thereto, be registered or reserved by another corporation, partnership, limited liability company, or limited liability partnership, or should the name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then reinstatement shall be allowed only upon the registration of a new name by the limited partnership pursuant to the amendment provisions of this chapter.
(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative cancellation, and the limited partnership may resume carrying on its business as if the administrative cancellation had never occurred. [L 2003, c 210, pt of §1; am L 2006, c 184, §25 and c 235, §18; am L 2012, c 58, §18]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-811 Appeal from denial of reinstatement.

§425E-
811 Appeal from denial of reinstatement.
(a) If the director denies a limited partnership's application for reinstatement following administrative cancellation, the director shall notify the limited partnership of the reason or reasons for the denial.
(b) The limited partnership may appeal the denial of reinstatement to the circuit court within thirty days after the mailing of the notice of denial. The limited partnership may appeal by petitioning the court to set aside the cancellation and attaching to the petition copies of the director's declaration of cancellation the limited partnership's application for reinstatement, and the director's notice of denial.
(c) The court may summarily order the director to reinstate the administratively canceled limited partnership or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings. [L 2003, c 210, pt of §1; am L 2006, c 184, §26; am L 2008, c 54, §8]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-812 Disposition of assets; when contributions required.

§425E-
812 Disposition of assets; when contributions required.
(a) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, shall be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors.
(b) Any surplus remaining after the limited partnership complies with subsection (a) shall be paid in cash as a distribution.
(c) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:
(1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under section 425E-607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons shall be in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred;
(2) If a person does not contribute the full amount required under paragraph (1) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons shall be in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred; and
(3) If a person does not make the additional contribution required by paragraph (2), further additional contributions are determined and due in the same manner as provided in that paragraph.
(d) A person that makes an additional contribution under subsection (c)(2) or (3) may recover from any person whose failure to contribute under subsection (c)(1) or (2) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.
(e) The estate of a deceased individual shall be liable for the person's obligations under this section.
(f) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection (c). [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-901 Governing law.

§425E-901 Governing law.
(a) Subject to the constitution of this State:
(1) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its partners; and
(2) A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State.
(b) A certificate of authority shall not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this State. [L 2003, c 210, pt of §1; am L 2006, c 184, §27]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-902 Application for certificate of authority.

§425E-
902 Application for certificate of authority.
(a) A foreign limited partnership may apply for a certificate of authority to transact business in this State by delivering an application to the director for filing. The application shall state:
(1) The name of the foreign limited partnership and, if the name does not comply with section 425E-108(d) and (e), an alternate name adopted pursuant to section 425E-905(a);
(2) The name of the state or other jurisdiction under whose law the foreign limited partnership is organized;
(3) The mailing address of the foreign limited partnership's principal office and the information required by section 425R-4(a);
(4) The name and address of each general partner;
(5) Whether the foreign limited partnership is a foreign limited liability limited partnership; and
(6) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with a written commitment on the part of the foreign limited partnership that it will keep those records until the registration of the foreign limited partnership in this State is canceled or withdrawn.
(b) The foreign limited partnership shall deliver with the completed application a certificate of good standing or a record of similar import duly authenticated by the secretary of state or other official having custody of limited partnership records in the state or country under whose law it is 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 in English attested to under oath by the translator shall accompany the certificate. [L 2003, c 210, pt of §1; am L 2006, c 184, §28 and c 235, §19; am L 2009, c 55, §49]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-903 Activities not constituting transacting business.

§425E-
903 Activities not constituting transacting business.
(a) Activities of a foreign limited partnership that do not constitute transacting business in this State within the meaning of this article include:
(1) Maintaining, defending, and settling an action or proceeding;
(2) Holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(3) Maintaining accounts in financial institutions;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited 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 electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;
(7) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
(9) Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner; and
(10) Transacting business in interstate commerce.
(b) For purposes of this article, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State.
(c) This section shall not apply in determining the [contracts] or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this State. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-904 Issuance of certificate of authority.

§425E-
904 Issuance of certificate of authority.
(a) If the director finds that an application for registration conforms to law and all requisite fees have been paid, the director shall issue a certificate of authority to transact business in this State.
(b) The certificate of authority shall be returned to the person who filed the application or that person's representative. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-905 Name.

§425E-905 Name.
(a) A foreign limited partnership whose name does not comply with sections 425E-108(d) and (e) may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with section 425E-108, by filing a copy of a certificate of registration of a trade name with the director. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this State under that name unless the foreign limited partnership is authorized to transact business in this State under another name.
(b) If a foreign limited partnership authorized to transact business in this State changes its name to one that does not comply with sections 425E-108(d) and (e), it shall not thereafter transact business in this State until it complies with subsection (a). [L 2003, c 210, pt of §1; am L 2004, c 121, §37; am L 2006, c 184, §29]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-906 Cancellation of

§425E-
906 Cancellation of
certificate
of authority.
(a) The director may cancel the certificate of authority of a limited partnership administratively if:
(1) The partnership fails to:
(A) Pay any fees prescribed by law;
(B) File its annual statement for a period of two years;
(C) Appoint and maintain an agent for service of process as required by chapter 425R; or
(D) File a statement of a change in the name or business address of the agent as required by section 425R-7; or
(2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record or document submitted by the partnership.
(b) Cancellation of a certificate of authority shall not relieve the general partners of liability for the penalties for failure to file any statement or certificate required by this chapter. [L 2003, c 210, pt of §1; am L 2009, c 55, §50]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-908 Changes

§425E-
908 Changes
and amendments.
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangement or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the director a certificate, certified and signed by a general partner, correcting such statement. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1001 Direct action by a partner.

§425E-1001 Direct action by a partner.
(a) Subject to subsection (b), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(b) A partner commencing a direct action under this section shall be required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(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 shall not revive a claim barred by law. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1002 Derivative action.

§425E-
1002 Derivative action.
A partner may maintain a derivative action to enforce a right of a limited partnership if:
(1) The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or
(2) A demand would be futile. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1003 Proper plaintiff.

§425E-
1003 Proper plaintiff.
A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:
(1) That was a partner when the conduct giving rise to the action occurred; or
(2) Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1004 Pleading.

§425E-
1004 Pleading.
In a derivative action, the complaint shall state with particularity:
(1) The date and content of the plaintiff's demand and the general partners' response to the demand; or
(2) Why demand should be excused as futile. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1005 Proceeds and expenses.

§425E-
1005 Proceeds and expenses.
(a) Except as otherwise provided in subsection (b):
(1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; and
(2) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.
(b) If a derivative action is successful in whole or in part, the court may award the derivative plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited partnership. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1101 Definitions.

§425E-1101 Definitions.
As used in this article:
"Association" means an association organized under chapter 421 or 421C.
"Constituent limited partnership" means a constituent organization that is a limited partnership.
"Constituent organization" means an organization that is a party to a merger.
"General partner" means a general partner of a limited partnership.
"Governing statute" of an organization means the statute that governs the organization's internal affairs.
"Organizing articles" means:
(1) For an association, corporation, or nonprofit corporation, the articles of incorporation;
(2) For a general partnership or limited liability partnership, the registration statement;
(3) For a limited partnership, or limited liability limited partnership, the certificate of limited partnership; and
(4) For a limited liability company, the articles of organization.
"Other business entity" means a corporation, limited liability company, general partnership, limited liability partnership, or association.
"Personal liability" means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:
(1) By the organization's governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or
(2) By the organization's organizational documents under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization. [L 2003, c 210, pt of §1; am L 2004, c 121, §39]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1102 Conversion into or from limited partnerships.

§425E-
1102
Conversion into or from limited partnerships.
(a) A domestic limited partnership may adopt a plan of conversion and convert to a foreign limited partnership or any other entity if:
(1) The domestic limited partnership acts on and its partners approve a plan of conversion in the manner prescribed by sections 425-203 and 428-904 to 428-906, as if the conversion is a merger to which the converting entity is a party and not the surviving entity;
(2) The conversion is permitted by and complies with the laws of the state or country in which the converted entity is to be incorporated, formed, or organized; and the incorporation, formation, or organization of the converted entity complies with such laws;
(3) At the time the conversion becomes effective, each partner of the converting entity, unless otherwise agreed to by that partner, owns an equity interest or other ownership interest in, and is a shareholder, partner, member, owner, or other security holder of, the converted entity; and
(4) The converted entity shall be incorporated, formed, or organized as part of or pursuant to the plan of conversion.
(b) Any foreign limited partnership or other entity may adopt a plan of conversion and convert to a domestic limited partnership if the conversion is permitted by and complies with the laws of the state or country in which the foreign limited partnership or other entity is incorporated, formed, or organized.
(c) A plan of conversion shall set forth:
(1) The name of the converting entity and the converted entity;
(2) A statement that the converting entity is continuing its existence in the organizational form of the converted entity;
(3) A statement describing the organizational form of the converted entity and the state or country under the laws of which the converted entity is to be incorporated, formed, or organized; and
(4) The manner and basis of converting the partnership interests, or other forms of ownership of the converting entity into partnership interests, or other forms of ownership of the converted entity, or any combination thereof.
(d) A plan of conversion may set forth any other provisions relating to the conversion that are not prohibited by law, including without limitation the initial partnership agreement of the converted entity. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1103 Articles of conversion.

§425E-
1103
Articles of conversion.
(a) If a plan of conversion has been approved in accordance with section 425E-1102 and has not been abandoned, articles of conversion shall be executed by a partner, officer, or other duly authorized representative of the converting entity and shall set forth:
(1) A statement certifying the following:
(A) The name, entity type, and state or country of incorporation, formation, or organization of the converting and converted entities;
(B) That a plan of conversion has been approved in accordance with section 425E-1102;
(C) That an executed plan of conversion is on file at the principal place of business of the converting entity and stating the address thereof; and
(D) That a copy of the plan of conversion shall be furnished by the converting entity prior to the conversion or the converted entity after the conversion, on written request and without cost, to any limited partner of the converting entity or the converted entity; and
(2) A statement that the approval of the plan of conversion was duly authorized by all action required by the laws under which the converting entity was incorporated, formed, or organized.
(b) The articles of conversion shall be delivered to the director for filing.
(c) The converted entity, if a domestic corporation, domestic professional corporation, domestic nonprofit corporation, domestic general partnership, domestic limited partnership, or domestic limited liability company shall attach a copy of its respective registration documents to the articles of conversion. [L 2003, c 210, pt of §1; am L 2009, c 23, §12]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1104 Effective date of the conversion.

§425E-
1104
Effective date of the conversion.
A conversion takes effect upon the filing date of the articles of conversion, or on the date subsequent to the filing set forth in the articles of conversion; provided that the effective date shall not be more than thirty days from the filing date. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1105 Effect of conversion.

§425E-1105 Effect of conversion.
When a conversion becomes effective:
(1) The converting entity shall continue to exist without interruption, but in the organizational form of the converted entity;
(2) All rights, title, and interest in all real estate and other property owned by the converting entity shall automatically be owned by the converted entity without reversion or impairment, subject to any existing liens or other encumbrances thereon;
(3) All liabilities and obligations of the converting entity shall automatically be liabilities and obligations of the converted entity without impairment or diminution due to the conversion;
(4) The rights of creditors of the converting entity shall continue against the converted entity and shall not be impaired or extinguished by the conversion;
(5) Any action or proceeding pending by or against the converting entity may be continued by or against the converted entity without any need for substitution of parties;
(6) The partnership interests and other forms of ownership in the converting entity that are to be converted into partnership interests, or other forms of ownership, in the converted entity as provided in the plan of conversion shall be converted;
(7) A shareholder, partner, member, or other owner of the converted entity shall be liable for the debts and obligations of the converting entity that existed before the conversion takes effect only to the extent that the shareholder, partner, member, or other owner:
(A) Agreed in writing to be liable for such debts or obligations;
(B) Was liable under applicable law prior to the effective date of the conversion for such debts or obligations; or
(C) Becomes liable under applicable law for existing debts and obligations of the converted entity by becoming a shareholder, partner, member, or other owner of the converted entity;
(8) If the converted entity is a foreign limited partnership or other business entity incorporated, formed, or organized under a law other than the law of this State, the converted entity shall file with the director:
(A) An agreement that the converted entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of the converting domestic limited partnership;
(B) An irrevocable appointment of a resident of this State including the resident's street address, as its agent to accept service of process in any such proceeding; and
(C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting shareholder, partner, member, or other owner to receive payment for their interest against the converted entity; and
(9) If the converting partnership is a domestic limited partnership, section 425E-1106 shall apply as if the converted entity were the survivor of a merger with the converting entity. [L 2003, c 210, pt of §1; am L 2006, c 235, §20]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1107 Articles of merger.

§425E-
1107 Articles of merger.
(a) After a plan of merger is approved, articles of merger shall be signed on behalf of each limited partnership and each other entity that is a party to the merger, and shall be delivered to the director for filing. The articles shall set forth:
(1) The name and jurisdiction of each entity that is a party to the merger, and the name, address, and jurisdiction of the surviving entity;
(2) A statement that the plan of merger has been approved by each entity that is a party to the merger;
(3) A statement indicating any changes in the organizing articles of the surviving entity to be given effect by the merger; provided that if no changes are made, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger;
(4) The future effective date (which shall be a date certain) of the merger if it is not to be effective upon the filing of the articles of merger; provided that the effective date shall not be more than thirty days from the filing date; and
(5) A statement that includes:
(A) An agreement that the surviving entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of any entity previously subject to suit in this State that is to merge;
(B) An irrevocable appointment of a resident of this State as its agent to accept service of process in a proceeding under subparagraph (A), that includes the resident's street address in this State; and
(C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting member, shareholder, or partner to receive payment for their interest against the surviving entity.
(b) If the articles of merger provide for a future effective date, and:
(1) The plan of merger is amended to change the future effective date;
(2) The plan of merger permits the amendment of the articles of merger to change the future effective date without an amendment to the plan of merger; or
(3) The plan of merger is amended to change any other matter contained in the articles of merger so as to make the articles of merger inaccurate in any material respect, prior to the future effective date;
then the articles of merger shall be amended by filing with the director a certificate of amendment that identifies the articles of merger and sets forth the amendment to the articles of merger.
If the articles of merger provide for a future effective date and if the plan of merger is terminated prior to the future effective date, the articles of merger shall be terminated by filing with the director a certificate of termination that identifies the articles of merger and states that the plan of merger has been terminated.
(c) Articles of merger shall operate as an amendment to the limited partnership's organizing articles. [L 2003, c 210, pt of §1; am L 2004, c 121, §40; am L 2006, c 184, §30]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-1108 Effective date of the merger.

§425E-
1108 Effective date of the merger.
A merger takes effect upon the filing date of the articles of merger, or on the date subsequent to the filing as set forth in the articles of merger; provided that the effective date shall not be more than thirty days from the filing date. [L 2003, c 210, pt of §1]