Title 23, Corporations And Partnerships

[§415A-1] Title. This chapter shall be known and may be cited as the "Hawaii Professional Corporation Act". [L 1985, c 259, pt of §1]

§415A-10 Death or disqualification of a shareholder. (a) Upon the death of a shareholder of a professional corporation, or if a shareholder of a professional corporation becomes a disqualified person, or if shares of a professional corporation are transferred by operation of law …

§415A-11 Responsibility for professional services. (a) Every individual who renders professional services as an employee of a professional corporation shall be liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent …

§415A-12 Professional relationships; privileged communications. (a) The relationship between an individual performing professional services as an employee of a professional corporation and a client or patient shall be the same as if the individual performed the services as a sole…

[§415A-13] Voting of shares. No proxy for shares of a professional corporation shall be valid unless it shall be given to a qualified person. A voting trust with respect to shares of a professional corporation shall not be valid. [L 1985, c 259, pt of §1]

§415A-14 Directors and officers. Not less than one-half of the directors of a professional corporation and all of the officers, other than the secretary and the treasurer, shall be qualified persons with respect to the corporation. At least one director shall be a resident of thi…

[§415A-14.5] Incorporators. One or more individuals may act as the incorporator or incorporators of a professional corporation by delivering articles of incorporation to the director for filing. [L 1987, c 135, §107]

§415A-14.6 Articles of incorporation. (a) The articles of incorporation shall set forth: (b) The articles of incorporation may set forth any of the matters specified in section 414-32(b). (c) The articles of incorporation need not set forth any of the corporate powers enumerated …

§415A-14.7 Filing of documents, effective date. The filing of documents required by this chapter to be delivered to the director for filing, and the effectiveness thereof, shall be governed by sections 414-11(d), (e), (f), (g), and (i), 414-14, and 414-16. [L 1987, c 135, §110; a…

§415A-14.8 Organization of corporation. After incorporation, the initial director or directors, as the case may be, shall complete the organization of the corporation as provided in section 414-35. [L 1987, c 135, §111; am L 1988, c 373, §11; am L 2002, c 40, §48]

§415A-15 Amendments to articles of incorporation. A personal representative, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares of the corporation may amend the articles of incorporation by signi…

§415A-16 Merger and share exchange. A professional corporation involved in a merger or share exchange shall be subject to the provisions for mergers and share exchanges set forth in chapter 414. [L 1985, c 259, pt of §1; am L 2002, c 41, §17]

§415A-16.5 Conversion into and from professional corporations. (a) A professional corporation may adopt a plan of conversion and convert to any other entity if: (b) Any other entity may adopt a plan of conversion and convert to a professional corporation if the conversion is perm…

§415A-16.6 Articles of conversion. (a) If a plan of conversion has been approved in accordance with section 415A-16.5 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 …

§415A-16.8 Effect of conversion. When a conversion becomes effective:

§415A-17 Termination of professional activities. If a professional corporation shall cease to render professional services, it shall amend its articles of incorporation to delete from its stated purposes the rendering of professional services and to conform to the requirements of…

§415A-18 Administrative dissolution; expiration; reinstatement. (a) The director may commence a proceeding to dissolve a professional corporation administratively if the corporation fails to: Before the director may declare a professional corporation dissolved, the director shall…

[§415A-18.5] Trustees or receivers for dissolved professional corporations; appointment; powers; duties. (a) When any professional corporation organized and authorized to issue shares under the laws of this State shall be or shall have been dissolved or shall cease or shall have …

§415A-2 Definitions. As used in this chapter, unless the context otherwise requires, the term: "Director" means the director of commerce and consumer affairs. "Disqualified person" means any natural person, corporation, partnership, fiduciary, trust, association, government agenc…

§415A-22 Annual report. (a) The annual report of each professional corporation shall be delivered to the director for filing and shall set forth: (b) The annual report shall be filed within the time periods prescribed in subsections (c) and (d). (c) Notwithstanding any of the pro…

§415A-24 Interrogatories by director. The director may direct to any professional corporation organized to practice a profession within the jurisdiction of the director and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enabl…

§415A-25 Penalties. (a) Each professional corporation that fails or refuses to answer truthfully within the time prescribed by this chapter interrogatories directed to the professional corporation in accordance with this chapter by the director shall be guilty of a class C felony…

§415A-27 Application of business corporation act. The provisions of chapter 414, shall apply to professional corporations, except to the extent that the provisions are inconsistent with this chapter. [L 1985, c 259, pt of §1; am L 1987, c 135, §131; am L 2002, c 40, §52]

§415A-28 Application to existing corporations. (a) This chapter shall apply to all existing professional corporations organized under any general act of this State which is repealed by this chapter. (b) Any corporation organized under any act of this State which is not repealed h…

[§415A-29] Reservation of power. The legislature shall at all times have power to prescribe such regulations, provisions, and limitations as it may deem advisable, which regulations, provisions, and limitations shall be binding upon any and all corporations subject to this chapte…

§415A-3 Purposes. (a) Except as provided in this section, professional corporations may be organized under this chapter only for the purpose of rendering professional services and services ancillary thereto within a single profession. (b) A professional corporation may be incorpo…

[§415A-30] Effect of repeal of prior acts. The repeal of a prior act by this chapter shall not affect the validity of any provisions of articles of incorporation and bylaws which were adopted, any right accrued or established, or any liability or penalty incurred, under the provi…

[§415A-31] Effect of invalidity of part of this chapter. If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of this chapter, such judgment or decree shall not affect, impair, invalidate, or nullif…

[§415A-4] Prohibited activities. A professional corporation shall not engage in any profession or business other than the profession or professions and businesses permitted by its articles of incorporation, except that a professional corporation may invest its funds in real estat…

§415A-5 General powers. A professional corporation shall have the powers enumerated in chapter 414, except that a professional corporation may be a promoter, general partner, member, associate, or manager only of a partnership, joint venture, trust, or other enterprise engaged on…

§415A-6 Rendering professional services. A professional corporation may render professional services in this State only through individuals permitted to render such services in this State; but nothing in this chapter shall require any person who is employed by a professional corp…

[§415A-7] Right of corporation to acquire its own shares. A professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or surplus for such purchase; provided no purchase of or payment for its own shares shall be m…

§415A-8 Corporate name. The name of a professional corporation:

§415A-8.5 Administrative order of abatement for infringement of corporate name. (a) Any professional corporation in good standing claiming that the name of any domestic corporation, partnership, limited partnership, limited liability partnership, or limited liability company exis…

§415A-9 Issuance and transfer of shares; share certificates. (a) A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to individuals authorized by law in this State or in any other state or territory of the United States or…