reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-232 Authorized distributions.

§414D-232 Authorized distributions.
(a) A corporation other than a public benefit corporation may purchase its memberships if, after the purchase is completed:
(1) The corporation would be able to pay its debts as they become due in the usual course of its activities; and
(2) The corporation's total assets would be equal to at least the sum of its total liabilities.
(b) Corporations may make distributions upon dissolution in conformity with part XIII.
(c) The public benefit corporation, in conformity with its purposes, may make distributions to and confer benefits on a member or an affiliate that is another public benefit corporation if, after any distribution is completed:
(1) The public benefit corporation would be able to pay its debts as they become due in the usual course of its activities; and
(2) The public benefit corporation's total assets would be equal to at least the sum of its total liabilities. [L 2001, c 105, pt of §1; am L 2002, c 130, §58; am L 2010, c 43, §3; am L 2019, c 65, §7]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-233 Notice to the attorney general of intention to dissolve

§414D-233 Notice to the attorney general of intention to dissolve
. (a) A public benefit corporation shall give the attorney general written notice that it intends to dissolve before the time it delivers the articles of dissolution to the department director. The notice shall include a copy or summary of the plan of dissolution.
(b) No assets shall be transferred or conveyed by a public benefit corporation as part of the dissolution process until twenty business days after it has given the written notice required by subsection (a) to the attorney general or until the attorney general has consented in writing to the dissolution, or indicated in writing that the attorney general will take no action in respect to, the transfer or conveyance, whichever is earlier.
(c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person (other than creditors) who received assets and indicate what assets each received. [L 2004, c 171, §3; am L 2005, c 22, §24; am L 2017, c 87, §4]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-241 Dissolution by incorporators, initial directors, and third persons.

§414D-241 Dissolution by incorporators, initial directors, and third persons.
A majority of the incorporators or initial directors of a corporation that has no members and has not commenced business, subject to any approval required by the articles or bylaws, may dissolve the corporation by delivering to the department director articles of dissolution that set forth:
(1) The name of the corporation;
(2) The date of its incorporation;
(3) That the corporation has no members and that the corporation has not commenced business;
(4) That a plan of dissolution, indicating to whom the assets owned or held by the corporation shall be distributed after all creditors have been paid, has been adopted; and
(5) That a majority of the incorporators or initial directors authorized the dissolution. [L 2001, c 105, pt of §1; am L 2006, c 235, §7]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-242 Dissolution by directors, members, and third persons.

§414D-242 Dissolution by directors, members, and third persons.
(a) Unless this chapter, any other
state law, the articles, the bylaws, or the board of directors or members (acting pursuant to subsection (c)) require a greater vote or voting by class, dissolution is authorized if it is approved:
(1) By the board;
(2) By the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 414D-188 for an amendment to the articles or bylaws.
(b) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which the approval is to be obtained in accordance with section 414D-145(c). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.
(d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 414D-105. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(e) If the board seeks to have dissolution approved by the members by written consent or ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.
(f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. [L 2001, c 105, pt of §1; am L 2011, c 37, §16]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-243 Articles of dissolution.

§414D-243 Articles of dissolution.
(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department
director articles of dissolution setting forth:
(1) The name of the corporation;
(2) The date dissolution was authorized;
(3) A statement that dissolution was approved by a sufficient vote of the board;
(4) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;
(5) If approval by members was required:
(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and
(B) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class;
(6) If approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to section 414D-242(a)(3), a statement that the approval was obtained.
(b) A corporation is dissolved upon the effective date of its articles of dissolution. The articles of dissolution may specify a delayed effective time and date, and if it does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the thirtieth day after the date it is filed. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-244 Revocation of dissolution.

§414D-244 Revocation of dissolution.
(a) A corporation may revoke its dissolution within one hundred twenty days of its effective date.
(b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department director for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(1) The name of the corporation;
(2) The effective date of the dissolution that was revoked;
(3) The date that the revocation of dissolution was authorized;
(4) If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;
(5) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(6) If member or third person action was required to revoke the dissolution, the information required by section 414D-243(a)(5) or (6).
(d) Within the applicable revocation of dissolution period, should the name of the corporation, or a name substantially identical thereto, be registered or reserved by another corporation, partnership, limited partnership, limited liability company, or limited liability partnership, or should the name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then revocation of dissolution shall be allowed only upon the registration of a new name by the dissolved corporation pursuant to the amendment provisions of this chapter.
(e) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(f) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred. [L 2001, c 105, pt of §1; am L 2002, c 130, §59; am L 2004, c 121, §19]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-245 Effect of dissolution.

§414D-245 Effect of dissolution.
(a) A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
(1) Preserving and protecting its assets and minimizing its liabilities;
(2) Discharging or making provision for discharging its liabilities and obligations;
(3) Disposing of its properties that will not be distributed in kind;
(4) Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which occurs by reason of the dissolution in accordance with that condition;
(5) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;
(6) If the corporation is a public benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets to one or more persons described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or if the dissolved corporation is not described in Section 501(c)(3) of the Internal Revenue Code, to one or more public benefit corporations;
(7) If the corporation is not a public benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving; and
(8) Doing every other act necessary to wind up and liquidate its assets and affairs.
(b) Dissolution of a corporation does not:
(1) Transfer title to the corporation's property;
(2) Subject its directors or officers to standards of conduct different from those prescribed in part VIII;
(3) Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(4) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(6) Terminate the authority of the registered agent. [L 2001, c 105, pt of §1; am L 2004, c 171, §10; am L 2010, c 43, §4]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-245.5 Trustees or receivers for dissolved corporations; appointment; powers; duties. (a) When any corporation organized under the laws of this State shall be or shall have been dissolved or shall cease or shall have ceased to exist, the circuit court, upon application of any creditor, member, or director of the corporation, or any other person who shows good cause therefor, and upon a finding that the persons responsible for settling the unfinished business and winding up the affairs of the corporation either are not diligently pursuing such obligations, or cannot be found or otherwise are not available, may either appoint one or more of the directors of the corporation to be trustees or appoint one or more persons to be receivers of and for the corporation, to do all acts that are necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers shall be effective for the time period determined by the circuit court. (b) The relief provided in this section shall be in addition to, and shall not limit or diminish, any remedies otherwise available under the common law or other state or federal statutes or rules. In the event of a conflict between this section and any common law, statute, or rule on the subject, the more beneficial provisions favoring the applicant shall prevail. [L 2004, c 121, §2]

§414D-245.5
Trustees or receivers for dissolved corporations; appointment; powers; duties.
(a) When any corporation organized under the laws of this State shall be or shall have been dissolved or shall cease or shall have ceased to exist, the circuit court, upon application of any creditor, member, or director of the corporation, or any other person who shows good cause therefor, and upon a finding that the persons responsible for settling the unfinished business and winding up the affairs of the corporation either are not diligently pursuing such obligations, or cannot be found or otherwise are not available, may either appoint one or more of the directors of the corporation to be trustees or appoint one or more persons to be receivers of and for the corporation, to do all acts that are necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers shall be effective for the time period determined by the circuit court.
(b) The relief provided in this section shall be in addition to, and shall not limit or diminish, any remedies otherwise available under the common law or other state or federal statutes or rules. In the event of a conflict between this section and any common law, statute, or rule on the subject, the more beneficial provisions favoring the applicant shall prevail. [L 2004, c 121, §2]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-246 Known claims against dissolved corporation.

§414D-246 Known claims against dissolved corporation.
(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.
(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice shall:
(1) Describe information that must be included in a claim;
(2) Provide a mailing address where a claim may be sent;
(3) State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
(4) State that the claim will be barred if not received by the deadline.
(c) A claim against the dissolved corporation is barred:
(1) If a claimant who was given written notice under subsection (b) does not deliver the claim to the dissolved corporation by the deadline; or
(2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.
(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-247 Unknown claims against dissolved corporation.

§414D-247 Unknown claims against dissolved corporation.
(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.
(b) The notice must:
(1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this State, in the city and county of Honolulu) is or was last located;
(2) List the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:
(1) A claimant who did not receive written notice under section 414D-246;
(2) A claimant whose claim was timely sent to the dissolved corporation 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 may be enforced under this section:
(1) Against the dissolved corporation, to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation against any person other than a creditor of the corporation, to whom the corporation distributed the lesser of its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to the person in liquidation; provided the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee. [L 2001, c 105, pt of §1; am L 2009, c 55, §21]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-248 Grounds for administrative dissolution.

§414D-248 Grounds for administrative dissolution.
The department director may commence a proceeding under section 414D-249 to administratively dissolve a corporation if the corporation fails to:
(1) Pay any fees prescribed by law;
(2) File its annual report for a period of two years;
(3) Appoint and maintain an agent for service of process as required; or
(4) File a statement of a change in the name or business address of the agent as required under chapter 425R. [L 2001, c 105, pt of §1; am L 2002, c 130, §60; am L 2003, c 124, §32; am L 2009, c 55, §22]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-249 Procedure for and effect of administrative dissolution and effect of expiration.

§414D-249 Procedure for and effect of administrative dissolution and effect of expiration.
(a) If the department director determines that one or more grounds exist under section 414D-248 for dissolving a corporation, the department director shall give written notice of the department director's determination by mailing the notice to the corporation at its last known address appearing in the records of the department director.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the department director that each ground determined by the department director does not exist within sixty days after the date of mailing of the department director's written notice, the department director may administratively dissolve the corporation by signing a decree of dissolution that recites any grounds for dissolution and its effective date. The decree shall be filed in the department director's office.
(c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 414D-245 and notify its claimants under sections 414D-246 and 414D-247.
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
(e) If a corporation's period of duration specified in its articles of incorporation has expired, the corporation continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its business and affairs under section 414D-245 and notify claimants under sections 414D-246 and 414D-247.
(f) The corporation, at any time within two years of the expiration of its period of duration, may amend its articles of incorporation to extend its period of duration and, upon the amendment, the corporation may resume carrying on its activities as if the expiration had never occurred; provided that if the name of the corporation, or a name substantially identical is registered or reserved by another entity, or if that name or a name substantially identical is registered as a trade name, trademark, or service mark, the extension of its period of duration shall be allowed only upon the registration of a new name by the corporation pursuant to the amendment provisions of this chapter. [L 2001, c 105, pt of §1; am L 2003, c 124, §33; am L 2006, c 184, §12; am L 2008, c 54, §5; am L 2009, c 23, §5]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-250 Reinstatement following administrative dissolution.

§414D-250 Reinstatement following administrative dissolution.
(a) A corporation administratively dissolved under section 414D-249 may apply to the department
director for reinstatement within two years after the effective date of dissolution. The application shall:
(1) Recite the name of the corporation and the effective date of its administrative dissolution;
(2) Contain all reports due and unfiled;
(3) Contain the payment of all delinquent fees; and
(4) Contain a certificate or other writing from the department of taxation indicating that all taxes owed by the corporation 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 corporation, or a name substantially identical thereto be registered or reserved by another corporation, partnership, limited partnership, limited liability company, or limited liability partnership, or should 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 administratively dissolved corporation pursuant to the amendment provisions of this chapter.
(c) If the department director determines that the application contains the information required by subsection (a) and that the information is correct, the department director shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and mail a copy to the corporation at its last known address appearing in the records of the department director.
(d) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred. [L 2001, c 105, pt of §1; am L 2006, c 184, §13 and c 235, §8; am L 2009, c 23, §6; am L 2012, c 58, §10]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-251 Appeal from denial of reinstatement.

§414D-251 Appeal from denial of reinstatement.
(a) The department director, upon denying a corporation's application for reinstatement following administrative dissolution, shall mail a written notice to the corporation or its designated representative that explains the reason or reasons for denial.
(b) The corporation may appeal the denial of reinstatement to the circuit court within thirty days after the notice of denial is mailed. The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the department director's certificate of dissolution, the corporation's application for reinstatement, and the department director's notice of denial.
(c) The court may summarily order the department director to reinstate the dissolved corporation or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings. [L 2001, c 105, pt of §1; am L 2003, c 124, §34]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-252 Grounds for judicial dissolution.

§414D-252 Grounds for judicial dissolution.
(a) The court may dissolve a corporation in a proceeding by the attorney general if it is established that:
(1) The corporation obtained its articles of incorporation through fraud;
(2) The corporation has continued to exceed or abuse the authority conferred upon it by law;
(3) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or
(4) The corporation is a public benefit corporation and is no longer able to carry out its activities.
(b) In a proceeding by fifty members or members holding five per cent of the voting power, whichever is less, or by a director or any person specified in the articles, the court may dissolve a corporation if it is established that:
(1) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;
(2) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(3) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; or
(4) The corporate assets are being misapplied or wasted.
(c) The court may dissolve a corporation in a proceeding by a creditor if it is established that:
(1) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(2) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.
(d) The court may dissolve a corporation in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
(e) Prior to dissolving a corporation, the court shall consider whether there are reasonable alternatives to dissolution, whether dissolution is in the public interest, provided the corporation serves a public purpose, and whether dissolution is the best way of protecting the interests of members. [L 2001, c 105, pt of §1; am L 2004, c 171, §11]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-253 Procedure for judicial dissolution.

§414D-253 Procedure for judicial dissolution.
(a) Venue for a proceeding by the attorney general to dissolve a corporation shall be in the circuit court for the first circuit. Venue for a proceeding brought by any other party named in section 414D-252 shall be in the county where a corporation's principal office (or, if none in this State, its registered office) is or was last located.
(b) Directors or members shall not be deemed necessary parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.
(d) A person other than the attorney general who brings an involuntary dissolution proceeding for a public benefit corporation, within ten days of its commencement, shall give written notice of the proceeding to the attorney general. [L 2001, c 105, pt of §1; am L 2002, c 130, §61; am L 2004, c 171, §12]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-254 Receivership or custodianship.

§414D-254 Receivership or custodianship.
(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian shall have exclusive jurisdiction over the corporation and all of its property wherever located.
(b) The court may appoint an individual, or a domestic or foreign business or nonprofit corporation (authorized to transact business in this State) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. In addition to other powers:
(1) The receiver may:
(A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; provided the receiver's power to dispose of the assets of the corporation shall be subject to any trust and other restrictions that would be applicable to the corporation; and
(B) Sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this State.
(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.
(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and its creditors.
(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-255 Decree of dissolution.

§414D-255 Decree of dissolution.
(a) If, after a hearing, the court determines that one or more grounds for judicial dissolution described in section 414D-252 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the department director, who shall file it.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with section 414D-245 and the notification of its claimants in accordance with sections 414D-246 and 414D-247. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-256 Deposit with director of finance.

§414D-256 Deposit with director of finance.
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them, shall be reduced to cash subject to known trust restrictions and deposited with the director of finance for disposition in accordance with chapter 523A. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-271 Authority to transact business required.

§414D-271 Authority to transact business required.
(a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the department director.
(b) The following activities, in addition to others, do not constitute transacting business within the meaning of subsection (a):
(1) Maintaining, defending, or settling any proceeding;
(2) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities, or maintaining trustees or depositaries with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail, through employees, agents, or otherwise, if the orders require acceptance outside this State before they become contracts;
(7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(9) Owning, without more, real or personal property;
(10) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;
(11) Transacting business in interstate commerce.
(c) The list of activities in subsection (b) shall not be limited to the activities listed. [L 2001, c 105, pt of §1]
Cross References
Foreign mergers, see, §414D-201.5.
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-272 Consequences of transacting business without authority.

§414D-272 Consequences of transacting business without authority.
(a) A foreign corporation transacting business in this State without a certificate of authority shall not maintain a proceeding in any court in this State until it obtains a certificate of authority.
(b) The successor to a foreign corporation that transacted business in this State without a certificate of authority and the assignee of a cause of action arising out of that business shall not maintain a proceeding on that cause of action in any court in this State until the foreign corporation or its successor obtains a certificate of authority.
(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(d) A foreign corporation that transacts business in this State without a certificate of authority shall be liable to this State, for the years or parts thereof during which it transacted business in this State without a certificate of authority, in an amount equal to all fees that would have been imposed by this chapter upon the corporation had it duly applied for and received a certificate of authority to transact business in this State as required by this chapter and thereafter filed all reports required by this chapter, plus all penalties imposed by this chapter for failure to pay the fees.
The attorney general shall bring proceedings to recover all amounts due this State under this section.
(e) Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority shall not impair the validity of its corporate acts or prevent it from defending any proceeding in this State. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-273 Application for certificate of authority.

§414D-273 Application for certificate of authority.
(a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the department director for filing. The application shall set forth:
(1) The name of the foreign corporation or, if its name is unavailable for use in this State, a corporate name that satisfies the requirements of section 414D-276;
(2) The name of the state or country under whose law it is incorporated;
(3) The date of incorporation;
(4) The mailing address of the corporation's principal office and the information required by section 425R-4(a);
(5) The names and usual business addresses of its current directors and officers; and
(6) Whether the foreign corporation has members.
(b) The foreign corporation shall deliver with the completed application a certificate of good standing or other similar record duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated; provided that the certificate shall be dated not earlier than sixty days prior to the filing of the application. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate. [L 2001, c 105, pt of §1; am L 2002, c 130, §62; am L 2003, c 124, §35; am L 2007, c 202, §1; am L 2008, c 54, §6; am L 2009, c 55, §23]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-274 Change of name by foreign corporation.

§414D-274
Change of name by foreign corporation.
(a) Whenever the name of a foreign corporation that is authorized to transact business in this State is changed by an amendment to its articles of incorporation, the foreign corporation, within sixty days after the amendment becomes effective, shall deliver to the department director a certificate evidencing the name change that is duly authenticated by the proper officer of the state or country under the laws of which it is incorporated. 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 corporation that is authorized to transact business in this State changes its name to one that is substantially identical to the name of any business entity or trade name registered in this State, the foreign corporation shall not thereafter transact any business in this State until it has changed its name to a name that is available to it under the laws of this State or has otherwise complied with this chapter.
(c) If a foreign corporation is unable to change its name to a name that is available to it under the laws of this State, it may deliver to the department director a copy of a certificate of registration of a different name as a trade name and thereafter shall become authorized to transact business in the State under that name. [L 2001, c 105, pt of §1; am L 2003, c 124, §36]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-275 Effect of certificate of authority.

§414D-275 Effect of certificate of authority.
(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State subject to the right of the State to revoke the certificate as provided in this chapter.
(b) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.
(c) This chapter does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State. [L 2001, c 105, pt of §1]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-277 Registered agent of foreign corporation.

§414D-277 Registered agent of foreign corporation.
Each foreign corporation authorized to transact business in this State 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 2001, c 105, pt of §1; am L 2002, c 130, §64; am L 2003, c 124, §37; am L 2009, c 55, §24]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-278 Change of registered agent of foreign corporation.

§414D-278 Change of registered agent of foreign corporation.
(a) A foreign corporation authorized to transact business in this State may change its registered agent by complying with the requirements of section 425R-7.
(b) If a registered agent changes its name, its address, or its type or jurisdiction of organization, the agent shall comply with the requirements of chapter 425R. [L 2001, c 105, pt of §1; am L 2002, c 130, §65; am L 2009, c 55, §25]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-279 Resignation of registered agent of foreign corporation.

§414D-279 Resignation of registered agent of foreign corporation.
The registered agent of a foreign corporation may resign as agent by complying with the requirements of section 425R-10. [L 2001, c 105, pt of §1; am L 2009, c 55, §26]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-280 Service on foreign corporation.

§414D-280 Service on foreign corporation.
(a) Service of any notice or process authorized by law that is issued against any foreign corporation by any court, judicial or administrative officer, or board may be made in the manner provided by law upon any registered agent, officer, or director of the foreign corporation who is found within the jurisdiction of the court, officer, or board; or if any registered agent, officer, or director cannot be found, upon the manager or superintendent of the foreign corporation or any person who is found in charge of the property, business, or office of the foreign corporation within the jurisdiction.
(b) If no officer, director, manager, superintendent, or other person in charge of the property, business, or office of the foreign corporation can be found within the State, and if the foreign corporation has not filed with the department director pursuant to this chapter the name of a registered agent upon whom legal notice and process from the courts of the State may be served, and likewise if the person named is not found within the State, service may be made upon the foreign corporation by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent annual report filed under section 414D-308.
(c) Service using registered or certified mail is perfected at the earliest of:
(1) The date the foreign corporation receives the mail;
(2) The date shown on the return receipt, if signed on behalf of the foreign corporation; or
(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
(d) Nothing contained herein shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a foreign corporation in any other manner permitted by law. [L 2001, c 105, pt of §1; am L 2003, c 124, §38]
2023 Hawaii Revised Statutes › Title 23. Corporations and Partnerships › 414D. Hawaii Nonprofit Corporations Act › 414D-281 Application to corporations heretofore authorized to transact business in this State.

§414D-281 Application to corporations heretofore authorized to transact business in this State.
A foreign corporation that is duly authorized to transact business in this State on July 1, 2002, for a purpose or purposes for which a corporation might secure the authority under this chapter, shall be entitled to all of the rights and privileges applicable to foreign corporations procuring certificates of authority to transact business in this State under this chapter, and from July 1, 2002, the corporation shall be subject to all of the limitations, restrictions, liabilities, and duties prescribed herein for foreign corporations procuring certificates of authority to transact business in this State under this chapter. [L 2001, c 105, pt of §1]
Revision Note
"On July 1, 2002" substituted for "at the time this chapter takes effect" and the second reference to "July 1, 2002" substituted for "the time this takes effect".