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2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-163 Annual report.

§425-163 Annual report.
(a) Every limited liability partnership and foreign limited liability partnership authorized to transact business in this State shall file an annual report in the office of the director that contains:
(1) The name of the limited liability partnership or foreign limited liability partnership;
(2) The mailing address of the partnership's principal office and the information required by section 425R-4(a); provided that if the partnership is formed under the laws of any other jurisdiction, the name of the other jurisdiction shall also be specified;
(3) The name and address of each partner; and
(4) The fact that none of the partners is either a minor or an incompetent person.
(b) The annual report shall be filed within the time periods prescribed in subsections (c) and (d).
(c) Notwithstanding any of the provisions of this chapter to the contrary, annual reports reflecting the period from January 1, 2002, through December 31, 2002, that would otherwise be required, may be voluntarily filed with the department director if the annual report complies with the requirements of this section.
(d) Effective January 1, 2003, for a domestic or foreign limited liability partnership whose date of registration in this State falls between:
(1) January 1 and March 31, the annual report shall be filed on or before March 31 of each year and shall reflect the state of the partnership's affairs as of January 1 of the year of filing;
(2) April 1 and June 30, the annual report shall be filed on or before June 30 of each year and shall reflect the state of the partnership's affairs as of April 1 of the year of filing;
(3) July 1 and September 30, the annual report shall be filed on or before September 30 of each year and shall reflect the state of the partnership's affairs as of July 1 of the year of filing; and
(4) October 1 and December 31, the annual report shall be filed on or before December 31 of each year and shall reflect the state of the partnership's affairs as of October 1 of the year of filing;
provided that if a domestic or foreign limited liability partnership is registered in the same year in which the annual report is due, the domestic or foreign limited liability partnership shall not be required to file an annual report for that year. Thereafter, the domestic or foreign limited liability partnership shall comply with the requirements of this section.
(e) Each annual report shall be certified as correct by any partner. [L 2000, c 218, pt of §1; am L 2002, c 130, §91; am L 2003, c 124, §55; am L 2006, c 235, §14; am L 2009, c 55, §37]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-164 Revocation of statement of qualification.

§425-164 Revocation of statement of qualification.
(a) The director may revoke the statement of qualification of a limited liability partnership or statement of foreign qualification of a foreign limited liability partnership if:
(1) The partnership fails to:
(A) Pay any fees prescribed by law;
(B) File its annual report for a period of two years;
(C) Appoint and maintain an agent for service of process as required; or
(D) File a statement of a change in the name or business address of the agent as required by chapter 425R; or
(2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record or document submitted by the partnership.
The director shall provide the partnership at least sixty days' written notice of intent to revoke the statement. The notice shall be mailed to the partnership at its last known address appearing in the records of the director. The notice shall specify the annual report that has not been filed or the fee that has not been paid, and the effective date of the revocation. The revocation shall not be effective if the specified annual report is filed and the specified fee is paid before the effective date of the revocation.
(b) Revocation under subsection (a) shall only affect a partnership's status as a limited liability partnership or foreign limited liability partnership, and shall not be deemed an event of dissolution of the partnership.
(c) A partnership whose statement of qualification has been administratively revoked may apply to the director for reinstatement within two years after the effective date of the revocation. The application shall:
(1) Recite the name of the partnership and the effective date of the revocation;
(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 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.
(d) A reinstatement under subsection (c) shall relate back to and take effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership shall continue upon reinstatement as if the revocation had never occurred. [L 2000, c 218, pt of §1; am L 2002, c 130, §92; am L 2003, c 124, §56; am L 2006, c 235, §15; am L 2009, c 23, §10 and c 55, §38; am L 2012, c 58, §15]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-167 Correction of filed documents.

§425-167 Correction of filed documents.
(a) A domestic limited liability partnership or foreign limited liability partnership may correct a document filed with the director if the document:
(1) Contains an incorrect statement; or
(2) Was defectively executed, attested, sealed, verified, or acknowledged.
(b) A document is corrected by preparing and delivering to the director for filing, a statement of correction that:
(1) Identifies the document, including its filing date, or attaches a copy of it to the statement;
(2) Identifies the incorrect statement, if any;
(3) Explains why the incorrect statement, if any, is incorrect, or describes the manner in which execution of the document was defective; and
(4) Corrects the incorrect statement or defective execution.
(c) A certificate of correction is effective retroactive to the effective date of the document corrected except as to persons relying on the uncorrected document and adversely affected by the correction, as to which persons, a certificate of correction is effective from the time of filing. [L 2000, c 218, pt of §1; am L 2002, c 130, §93]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-168 Fee for recording.

§425-168 Fee for recording.
(a) The director shall collect the following fees for the following limited liability partnership documents:
(1) Annual report, $25;
(2) Statement of qualification, $50;
(3) Statement of foreign qualification, $100;
(4) Statement of correction, amendment, restatement, or amendment and restatement, $25;
(5) Certificate of good standing, $5;
(6) Articles of conversion or merger, $100;
(7) For any other certificate, statement, or document, $25;
(8) Certification of domestic or foreign partnership, $10; and
(9) For filings relating to registered agents, the fees established by section 425R-2.
(b) The following special handling fees shall be assessed by the director for expeditious handling and review of the following documents:
(1) Statement of qualification, $25;
(2) Statement of correction, amendment, restatement, or amendment and restatement, $25;
(3) Annual report, $25;
(4) Certification of domestic or foreign limited liability partnership, $10;
(5) Certificate of good standing for domestic or foreign limited liability partnership, $10;
(6) Articles of conversion or merger for domestic or foreign limited liability partnership, $75;
(7) Statement of foreign qualification, $25;
(8) Statement of correction, amendment, restatement, or amendment and restatement of foreign limited liability partnership, $25;
(9) Annual report, $25; and
(10) For any other certificate or document authorized by this subpart, $25.
(c) The director shall charge and collect:
(1) For furnishing a certified copy of any document, instrument, or paper relating to a limited liability partnership, $10 for the certificate and affixing the seal thereto; and
(2) At the time of any service of process on the director as agent for service of process of a limited liability partnership, $10, which amount may be recovered as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action.
(d) All fees collected under this section shall be managed in accordance with section 26-9(l). [L 2000, c 218, pt of §1; am L 2001, c 129, §74; am L 2002, c 130, §94; am L 2004, c 116, §7 and c 117, §4; am L 2009, c 55, §39]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-169 Revocation if instrument dishonored.

§425-169 Revocation if instrument dishonored.
The director may revoke the filing of a document filed under this subpart if the director determines that the filing fee for the document was paid by an instrument that was dishonored when presented by the State for payment. Documents revoked under this section shall be returned and notice of revocation shall be given to the filing party by regular mail. Failure to give or receive the notice shall not invalidate revocation under this section. Revocation of a filing under this section shall not affect an earlier filing. [L 2000, c 218, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-172 Personal liability and penalty.

§425-172 Personal liability and penalty.
(a) Each partner of a partnership that neglects or fails to substantially comply with any provision of this subpart shall severally forfeit to the State $25 for each and every month while the default continues, to be recovered by action brought in the name of the State by the director; provided that the director, for good cause shown, may reduce or waive the same.
(b) Any person who signs or certifies as correct any statement or certificate filed pursuant to this subpart, or who presents any statement or certificate for filing, knowing that the statement or certificate is false in any material respect and with the intent to deceive or defraud, shall be guilty of a class C felony.
(c) Any person who negligently, but without intent to deceive or defraud, signs or certifies as correct any statement or certificate filed pursuant to this subpart, that is in fact false, shall be subject to a civil fine not to exceed $500. [L 2000, c 218, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-173 Transition rules for limited liability partnerships and foreign limited liability partnerships under prior law.

§425-173 Transition rules for limited liability partnerships and foreign limited liability partnerships under prior law.
(a) All entities that were limited liability partnerships registered under the law in effect on the date preceding July 1, 2000, shall be converted into and be deemed partnerships that have registered under part I and filed a statement of qualification of limited liability partnership pursuant to this subpart.
(b) All entities that were foreign limited liability partnerships registered under the law in effect on the date preceding July 1, 2000, shall be converted into and be deemed foreign limited liability partnerships that have registered under part I and filed a statement of foreign qualification pursuant to this subpart. [L 2000, c 218, pt of §1]
Revision Note
"July 1, 2000" substituted for "the effective date of this subpart".
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-151 to 180 REPEALED. §425-191 REPEALED.

Note
Part heading on page 468 of the main volume is reproduced to correct printing error.
§ §425-151 to 180 REPEALED.
L 2000, c 218, §8.
Note
L 2000, c 219, § §56 to 59 purports to amend § §425-164, 169, 171, and 172.
Part heading on page 468 of the main volume is reproduced to correct printing error.
PART VI. MISCELLANEOUS PROVISIONS
§425-191 REPEALED.
L 2002, c 41, §29.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-192 Conversion into and from partnerships or limited liability partnerships.

§425-192 Conversion into and from partnerships or limited liability partnerships.
(a) A domestic partnership or limited liability partnership may adopt a plan of conversion and convert to a foreign partnership, limited liability partnership, or any other entity if:
(1) The domestic partnership or limited liability 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 and the conversion is treated as 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 partnership, limited liability partnership, or other entity may adopt a plan of conversion and convert to a domestic partnership or limited liability partnership if the conversion is permitted by and complies with the laws of the state or country in which the foreign partnership, limited liability 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 or limited liability partnership agreement of the converted entity if the converted entity is a partnership or limited liability partnership. [L 1999, c 280, pt of §4; am L 2001, c 129, §75; am L 2002, c 41, §18]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-193 Articles of conversion.

§425-193 Articles of conversion.
(a) If a plan of conversion has been approved in accordance with section 425-192 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, type of entity, and state or country of incorporation, formation, or organization of the converting and converted entities;
(B) That a plan of conversion has been approved in accordance with section 425-192;
(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 partner, shareholder, owner, or member 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.
(c) The converted entity, if a domestic corporation, domestic professional corporation, domestic nonprofit corporation, general partnership, limited partnership, or domestic limited liability company shall attach a copy of its respective registration documents with the articles of conversion. [L 1999, c 280, pt of §4; am L 2001, c 129, §76; am L 2009, c 23, §11]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-195 Effect of conversion.

§425-195 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 such 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 general partnership, limited liability 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 general 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 general partnership, or limited liability partnership, section 425-203 shall apply as if the converted entity were the survivor of a merger with the converting entity. [L 1999, c 280, pt of §4; am L 2002, c 41, §19; am L 2006, c 235, §16]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-196 Administrative order of abatement for infringement of partnership name.

§425-196 Administrative order of abatement for infringement of partnership name.
(a) Any domestic partnership in good standing formed under this chapter or foreign partnership authorized to do business in this State under this chapter claiming that the name of another domestic corporation, partnership, limited partnership, limited liability partnership, or limited liability company existing under the laws of this State, or any foreign corporation, partnership, limited partnership, limited liability partnership, or limited liability company authorized to transact business in this State is substantially identical to, or confusingly similar with, its name may file a petition with the director for an administrative order of abatement to address the infringement of its name. The petition shall set forth the facts and authority that support the petitioner's claim that further use of the name should be abated. The petitioner, at the petitioner's expense, shall notify the registrant of the hearing and the registrant shall be given an opportunity to address the petition at a full hearing. The notice shall be made and the hearing held [in] accordance with the contested case provisions of chapter 91.
(b) In addition to any other remedy or sanction allowed by law, the order of abatement may:
(1) Allow the entity to retain its registered name, but:
(A) Require the entity to register a new trade name with the director; and
(B) Require the entity to conduct business in this State under this new trade name; or
(2) (A) Require the entity to change its registered name;
(B) Require the entity to register the new name with the director; and
(C) Require the entity to conduct business in this State under its new name.
If an entity fails to comply with the order of abatement within sixty days, the director may involuntarily dissolve or terminate the entity, or cancel or revoke the entity's registration or certificate of authority, after the time to appeal has lapsed and no appeal has been timely filed. The director shall mail notice of the dissolution, termination, or cancellation to the entity at its last known mailing address. The entity shall wind up its affairs in accordance with chapter 414, 414D, 415A, 425, 425E, or 428, as applicable.
(c) Any person aggrieved by the director's order under this section may obtain judicial review in accordance with chapter 91 by filing a notice of appeal in circuit court within thirty days after the issuance of the director's order. The trial by the circuit court of any such proceeding shall be de novo. Review of any final judgment of the circuit court under this section shall be governed by chapter 602. [L 1999, c 250, §4; am L 2002, c 40, §63; am L 2003, c 210, §8]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-197 Uniformity of application and construction.

§425-197 Uniformity of application and construction.
This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. [L 2000, c 218, pt of §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-198 Short title.

§425-198 Short title.
This chapter may be cited as the Uniform Partnership Act (1977). [L 2000, c 218, pt of §2]
Revision Note
Sections 425-197 and 425-198 were enacted as a new part designated as "Miscellaneous Provisions". Instead, the sections have been added to this part with the same heading.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-201 Definitions.

§425-201 Definitions.
As used in this part:
"Association" means an association organized under chapter 421 or 421C.
"Merger" means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic or foreign entities resulting in either one surviving entity or one new entity.
"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, 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, limited partnership, or association. [L 2002, c 41, pt of §3; am L 2003, c 124, §57; am L 2004, c 121, §32]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-202 Foreign mergers.

§425-202 Foreign mergers.
(a) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and the foreign entity shall be the surviving entity, it shall, within sixty days after the merger becomes effective, file with the director a certificate evidencing the merger, duly authenticated by the proper officer of the state or country under the laws of which the statutory merger was effectuated. The certificate evidencing the merger shall be evidence of a change of name if the name of the surviving entity is changed thereby. If the certificate is in a foreign language a translation attested to under oath by the translator shall accompany the certificate.
(b) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and that entity shall not be the surviving entity, the surviving entity shall, within sixty days after the merger becomes effective, file with the director a certificate evidencing the merger in the form prescribed by subsection (a). [L 2002, c 41, pt of §3; am L 2003, c 124, §58; am L 2004, c 121, §33]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-204 Articles of merger.

§425-204 Articles of merger.
(a) After approval of the plan of merger, unless the merger is terminated, articles of merger shall be signed on behalf of each general partnership, and each entity that is a party to the merger and delivered to the director for filing. The articles shall set forth:
(1) The name and jurisdiction of formation or organization of each entity that is a party to the merger, and the name, address, and jurisdiction of organization of the entity with or into which they propose to merge, which is hereinafter designated as the surviving entity;
(2) A statement that the plan of merger was 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 which is to merge;
(B) An irrevocable appointment of a resident of this State as its agent to accept service of process in any proceeding pursuant to this paragraph, 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. [L 2002, c 41, pt of §3; am L 2003, c 124, §59; am L 2004, c 121, §34; am L 2006, c 235, §17]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425. Partnerships › 425-205 Effect of merger.

§425-205 Effect of merger.
(a) When a merger takes effect:
(1) The separate existence of each entity that is a party to the merger, other than the surviving entity, terminates;
(2) All property owned by each of the entities that are parties to the merger vests in the surviving entity;
(3) All debts, liabilities, and other obligations of each entity that is a party to the merger become the obligations of the surviving entity;
(4) An action or proceeding pending by or against an entity that is party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and
(5) Except as prohibited by other law, all rights, privileges, immunities, powers, and purposes of every entity that is a party to a merger become vested in the surviving entity.
(b) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the designated office, service of process may be made upon the surviving entity by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:
(1) The date the surviving entity receives the process, notice, or demand;
(2) The date shown on the return receipt, if signed on behalf of the surviving entity; or
(3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed.
(c) A partner of a surviving partnership or limited liability partnership shall be liable for all obligations of a party to the merger for which the partner was personally liable prior to the merger.
(d) Unless otherwise agreed, a merger of a general partnership or limited liability partnership that is not the surviving entity in the merger shall not require the general partnership or limited liability partnership to wind up its business under this chapter or pay its liabilities and distribute its assets pursuant to this chapter. [L 2002, c 41, pt of §3]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-104 Nature, purpose, and duration of entity.

§425E-
104 Nature, purpose, and duration of entity.
(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(b) A limited partnership may be organized under this chapter for any lawful purpose.
(c) A limited partnership has a perpetual duration. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-105 Powers.

§425E-
105 Powers.
A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-106 Governing law.

§425E-
106 Governing law.
The law of this State governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation 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-107 Supplemental principles of law; rate of interest.

§425E-
107 Supplemental principles of law; rate of interest.
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in section 478-2. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-109 Reserved name.

§425E-
109 Reserved name.
(a) A person may reserve the exclusive use of a name that complies with section 425E-108 including a fictitious name for a foreign limited partnership whose name is not available, by delivering an application to the director for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the director finds that the name applied for is available, it shall be reserved for the applicant's exclusive use for a one hundred twenty-day period from the date of filing.
(b) The owner of a name so reserved may transfer the reservation to another person by delivering to the director a signed notice of the transfer which states the name and address of the transferee. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-110 Effect of partnership agreement; nonwaivable provisions.

§425E-
110 Effect of partnership agreement; nonwaivable provisions.
(a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners, and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners, and between the partners and the partnership.
(b) A partnership agreement may not:
(1) Vary a limited partnership's power under section 425E-105 to sue, be sued, and defend in its own name;
(2) Vary the law applicable to a limited partnership under section 425E-106;
(3) Vary the requirements of section 425E-204;
(4) Vary the information required under section 425E-111 or unreasonably restrict the right to information under section 425E-304 or 425E-407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(5) Eliminate the duty of loyalty under section 425E-408, but the partnership agreement may:
(A) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(B) Specify the number or percentage of partners that may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(6) Unreasonably reduce the duty of care under section 425E-408(c);
(7) Eliminate the obligation of good faith and fair dealing under sections 425E-305(b) and 425E-408(d), but the partnership agreement may prescribe the standards by which the performance of the obligation shall be measured, if the standards are not manifestly unreasonable;
(8) Vary the power of a person to dissociate as a general partner under section 425E-604(a) except to require that the notice under section 425E-603(1) be in a record;
(9) Vary the power of a court to decree dissolution in the circumstances specified in section 425E-802;
(10) Vary the requirement to wind up the partnership's business as specified in section 425E-803;
(11) Unreasonably restrict the right to maintain an action under article 10;
(12) Restrict the right of a partner under section 425E-1110(a) to approve a conversion or merger or the right of a general partner under section 425E-1110(b) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; or
(13) Restrict rights under this chapter of a person other than a partner or a transferee. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-111 Required information.

§425E-
111 Required information.
A limited partnership shall maintain at its registered office the following information:
(1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
(2) A copy of the certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been executed;
(3) A copy of any filed articles of conversion or merger;
(4) A copy of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;
(5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(6) A copy of any financial statement of the limited partnership for the three most recent years;
(7) A copy of the three most recent annual statements delivered by the limited partnership to the director pursuant to section 425E-210;
(8) A copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
(9) Unless contained in a partnership agreement made in a record, a record stating:
(A) The amount of cash, and a description and statement of the agreed value of any other property or services, contributed or agreed to be contributed by each partner;
(B) The time or events that trigger any additional contributions agreed to be made by each partner are to be made;
(C) Unless contained in a written partnership agreement, a writing setting out any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution;
(D) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(E) Any events upon the happening of which the limited partnership is to be dissolved and its activities wound up. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-112 Business transactions between a partner and the partnership.

§425E-
112 Business transactions between a partner and the partnership.
A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person who is not a partner. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-113 Dual capacity.

§425E-
113 Dual capacity.
A person may be both a general partner and a limited partner. A person that is both a general and limited partner shall have the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person shall be subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person shall be subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-114 Registered agent.

§
425E
-
114
Registered agent.
Each domestic limited partnership or foreign limited partnership shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be:
(1) An individual who resides in this State;
(2) A domestic entity authorized to transact business in this State; or
(3) A foreign entity authorized to transact business in this State. [L 2003, c 210, pt of §1; am L 2009, c 55, §40]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-115 Designation or change of registered agent.

§425E-
115
Designation or change of registered agent.
(a) A domestic limited partnership or foreign limited partnership that does not already have a registered agent shall designate its registered agent by complying with the requirements of section 425R-4.
(b) A domestic or foreign limited partnership may change its registered agent by complying with the requirements of section 425R-7.
(c) If the registered agent changes its name, its address, or its type or jurisdiction of organization, the agent shall comply with the requirements of section 425R-8 or 425R-9, whichever is applicable. [L 2003, c 210, pt of §1; am L 2009, c 55, §41]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-116 Resignation of registered agent.

§425E-
116
Resignation of registered agent.
A registered agent may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 2003, c 210, pt of §1; am L 2009, c 55, §42]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-117 Service on the partnership.

§425E-
117
Service on the partnership.
(a) Service of any notice or process authorized by law issued against any limited partnership, whether domestic or foreign, by any court, judicial or administrative officer, or board, may be made in the manner provided by law upon any registered agent or general partner of the limited partnership who is found within the jurisdiction of the court, officer, or board; or if a registered agent or general partner cannot be found, upon any person who is found in charge of the property, business, or office of the limited partnership within the jurisdiction of the court, officer, or board.
(b) If no general partner or other person in charge of the property, business, or office of the limited partnership can be found within this State, and in case the limited partnership has not filed with the director pursuant to this chapter the name of a registered agent upon whom legal notice and process from the courts of this State may be served, or the person named is not found within this State, service may be made upon the limited partnership by registered or certified mail, return receipt requested, addressed to the limited partnership at its principal office. Service by registered or certified mail shall be perfected at the earliest of:
(1) The date the limited partnership receives the mail;
(2) The date shown on the return receipt, if signed on behalf of the limited partnership; or
(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
(c) Nothing contained herein shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a limited partnership in any other manner permitted by law. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-118 Consent and proxies of partners.

§425E-
118 Consent and proxies of partners.
Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney in fact. [L 2003, c 210, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 425E. Uniform Limited Partnership Act › 425E-201 Certificate of limited partnership.

§
425E
-201 Certificate of limited partnership.
(a) To form a limited partnership, a certificate of limited partnership shall be executed and delivered to the office of the director for filing. The certificate shall set forth:
(1) The name of the limited partnership;
(2) The mailing address of the limited partnership's initial principal office and the information required by section 425R-4(a);
(3) The name and the address of each general partner;
(4) Whether the limited partnership is a limited liability limited partnership;
(5) Any additional information required by article 11; and
(6) Any other matter the general partners determine to include therein.
(b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in section 425E-110(b) in a manner inconsistent with that section.
(c) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the director if there has been substantial compliance with the requirements of this section.
(d) Subject to subsection (b), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:
(1) The partnership agreement prevails as to partners and transferees; and
(2) The filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment. [L 2003, c 210, pt of §1; am L 2006, c 184, §21; am L 2009, c 55, §43]