Chapter 414 — Chapter 414

PART I. GENERAL PROVISIONS §414-1 Short title. This chapter shall be known and may be cited as the "Hawaii Business Corporation Act". [L 2000, c 244, pt of §1; am L 2001, c 129, §3]

PART II. FILING DOCUMENTS §414-11 Filing requirements. (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the department director. (b) This chapter must require or permit fi…

§414-12 Forms. (a) The department director may prescribe and furnish on request forms for: If the department director so requires, use of these forms is mandatory. (b) The department director may prescribe and furnish on request forms for other documents required or permitted to …

PART VIII. SHAREHOLDERS A. Meetings §414-121 Annual meeting. (a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. (b) Annual shareholders' meetings may be held in or out of this State at the place stated in or…

§414-122 Special meeting. (a) A corporation shall hold a special meeting of shareholders: (b) If not otherwise fixed under section 414-123 or 414-127, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the dem…

§414-123 Court-ordered meeting. (a) The circuit court may summarily order a meeting to be held: (b) The court may fix the time and place of the meeting or determine that the meeting shall be held solely by means of remote communication as authorized by section 414-121(c), determi…

§414-124 Action without meeting. (a) Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one or more writ…

§414-125 Notice of meeting. (a) A corporation shall notify shareholders of the date, time, and place, if any, of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. If means of remote communication are authorized for u…

§414-126 Waiver of notice. (a) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver shall be in writing and be signed by the shareholder entitled to the notice or s…

§414-13 Filing, service, and copying fees. (a) The following fees shall be paid to the department director upon the filing of corporate documents: (b) All special handling fees shall be credited to the special fund established for use by the department of commerce and consumer af…

§414-14 Effective time and date of document. (a) Except as provided in subsection (b) and section 414-15(c), a document accepted for filing is effective at the time of filing on the date it is filed, as evidenced by the department director's date and time endorsement on the origi…

B. Voting §414-141 Shareholders' list for meeting. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group…

§414-143 Proxies. (a) A shareholder may vote the shareholder's shares in person or by proxy. (b) A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form. The appointment form shall be signed by either the shareholder personall…

§414-145 Corporation's acceptance of votes, etc. (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and to g…

§414-16 Filing duty of department director. (a) If a document delivered to the department director for filing satisfies the requirements of section 414-11, the department director shall file it. (b) The department director files a document by stamping or otherwise endorsing the d…

§414-163 Shareholder agreements. (a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it: (b) An ag…

§414-197 Resignation of directors. (a) A director may resign at any time by delivering notice given in writing or by electronic transmission to the board of directors, its chairperson, or the corporation. (b) A resignation is effective when the notice is delivered unless the noti…

§414-212 Action without meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The …

§414-214 Waiver of notice of meeting. (a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver shall be in writing, signed by the…

§414-222 Limitation of liability of directors; shareholder approval required. (a) A corporation may eliminate or limit the personal liability of its directors in any action brought by the shareholders or the corporation for monetary damages against any director of the corporation…

§414-234 Resignation and removal of officers. (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later d…

§414-263 Directors' action. (a) The action of directors respecting a transaction is effective for purposes of section 414-262(b)(1) if the transaction received the affirmative vote of a majority (but no fewer than two) of those qualified directors on the board of directors or on …

PART X. CONVERSIONS §414-271 Conversion into and from corporations. (a) A domestic corporation may adopt a plan of conversion and convert to a foreign corporation or any other entity if: (b) Any foreign corporation or other entity may adopt a plan of conversion and convert to a d…

§414-272 Articles of conversion. (a) If a plan of conversion has been approved in accordance with section 414-271 and has not been abandoned, articles of conversion shall be executed by an officer or other duly authorized representative of the converting entity and shall set fort…

§414-273 REPEALED. L 2003, c 124, §100.

§414-287 Restated or amended and restated articles of incorporation. (a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action. (b) If the board of directors submits a restatement for shareholder action, the co…

§414-3 Definitions. As used in this chapter: "Articles of incorporation" include amended and restated articles of incorporation and articles of merger. "Authorized shares" means the shares of all classes a domestic corporation is authorized to issue. "Conspicuous" means so writte…

PART XII. MERGER AND SHARE EXCHANGE §414-310 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 …

§414-311 Merger. (a) Pursuant to a plan of merger adopted by the board of directors and approved by the shareholders (if required under section 414-313), a domestic or foreign corporation may merge with one or more domestic professional corporations, or with one or more corporati…

§414-311.6 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 enti…

§414-312 Share exchange. (a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders (if required by section 414-313) approve the exchange. (b) The pl…

§414-313 Action plan. (a) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger (except …

§414-314 Merger of subsidiary. (a) A parent corporation owning at least ninety per cent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary. (b) The board of dire…

§414-315 Articles of merger or share exchange. (a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, articles of merger or share exchange shall be signed on behalf of each corpor…

§414-316 Effect of merger or share exchange. (a) When a merger takes effect: (b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provid…

§414-317 REPEALED. L 2002, c 41, §26.

§414-318 Merger of subsidiary corporations. (a) Any corporation owning at least ninety per cent of the outstanding shares of each class of two or more corporations may adopt a plan of merger pursuant to section 414-314 that shall be delivered to the department director for filing…

§414-319 REPEALED. L 2002, c 41, §27.

§414-32 Articles of incorporation. (a) The articles of incorporation shall set forth: (b) The articles of incorporation may set forth: (c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. [L 2000, c 244, pt of §1; am L 2002,…

§414-332 Sale of assets other than in regular course of business. (a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the goodwill), otherwise than in the usual and regular course of business, on the ter…

§414-342 Right to dissent. (a) A shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder's shares in the event of, any of the following corporate actions: (b) A shareholder entitled to dissent and obtain payment for the shareholder's share…

C. Judicial Appraisal of Shares §414-371 Court action. (a) If a demand for payment under section 414-359 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the s…

§414-382 Dissolution by board of directors and shareholders. (a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (c) The board of directors may condition its submission of the proposal fo…

§414-383 Articles of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department director for filing articles of dissolution setting forth: (b) A corporation is dissolved upon the effective date of its articles of dis…

§414-384 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 revoca…

§414-385 Effect of dissolution. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (b) Dissolution of a corporation does not:

§414-386 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 ti…

§414-387 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: (c) If the dissolved corpora…

§414-4 Notice. (a) Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. (b) Notice is effective if communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private …

B. Administrative Dissolution §414-401 Grounds for administrative dissolution. The department director may commence a proceeding under section 414-402 to administratively dissolve a corporation if the corporation fails to: