Title 23, Corporations And Partnerships

§414-434 Change of name by foreign corporation. (a) Whenever the name of a foreign corporation authorized to transact business in this State is changed by the amendment of its articles of incorporation, the foreign corporation, within sixty days after the amendment becomes effect…

[§414-435] 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 this State to revoke the certificate as provided in this chapter. (b) A foreign corpor…

§414-436 Corporate name of foreign corporation. (a) If the corporate name of a foreign corporation does not satisfy the requirements of section 414-51(b), (c), and (d), the foreign corporation to obtain or maintain a certificate of authority to transact business in this State may…

§414-437 Registered agent of foreign corporation. Each foreign corporation authorized to transact business in this State must continuously maintain in this State a registered agent, who may be:

§414-438 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 it…

§414-439 Resignation of registered agent of foreign corporation. The registered agent of a foreign corporation may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 2000, c 244, pt of §1; am L 2001, c 129, §47; am L 2002, c 1…

[§414-44] Ultra vires. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged: (c) In a shareholder's proceeding under sub…

§414-440 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,…

[§414-441] Application to corporations heretofore authorized to transact business in this State. Foreign corporations that are duly authorized to transact business in this State on July 1, 2001, for a purpose or purposes for which a corporation might secure the authority under th…

B. Withdrawal §414-451 Withdrawal of foreign corporation. (a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the department director. (b) A foreign corporation authorized to tr…

C. Revocation of Certificate of Authority §414-461 Grounds for revocation. The department director may commence a proceeding under section 414-462 to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if:

§414-462 Procedure for and effect of revocation. (a) If the department director determines that one or more grounds exist under section 414-461 for revocation of a certificate of authority, the department director shall give written notice of the department director's determinati…

[§414-463] Appeal from revocation. (a) A foreign corporation may appeal the department director's revocation of its certificate of authority to the circuit court within thirty days after the certificate of revocation is signed. The foreign corporation appeals by petitioning the c…

PART XVII. RECORDS AND REPORTS A. Records §414-470 Books and records. (a) Each corporation shall keep accurate and complete books and records of account and shall keep and maintain at its principal office, or other place as its board of directors may order, minutes of the proceed…

B. Reports §414-472 Annual report. (a) Each domestic corporation, and each foreign corporation authorized to transact business in this State, shall deliver to the department director for filing an annual report that sets forth: Domestic corporations shall also provide the total n…

[§414-473] Penalties imposed upon corporations. Each corporation, domestic or foreign, that fails or refuses to file its annual report for any year within the time prescribed by this part shall be subject to a forfeiture of an amount to be determined by the department director no…

PART XVIII. TRANSITION PROVISIONS [§414-481] Application to existing domestic corporations. This chapter applies to all domestic corporations in existence on July 1, 2001 that were incorporated under any general statute of this State providing for incorporation of corporations fo…

[§414-482] Application to qualified foreign corporations. A foreign corporation authorized to transact business in this State on July 1, 2001 is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter. [L 2000, …

[§414-483] Savings provision. (a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect: (b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not…

§414-484 Severability. If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this chapter that can be given effect without the inv…

[§414-5] Number of shareholders. (a) For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: (b) For purposes of this chapter, shareholdings registered in substantially similar names co…

PART V. NAME §414-51 Corporate name. (a) A corporate name: (b) Except as authorized by subsections (c) and (d), a corporate name may not be the same as or substantially identical to: (c) A corporation may apply to the department director for authorization to use a name that, base…

§414-52 Reserved name. (a) A person may reserve the exclusive use of a domestic or foreign corporate name including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department director for filing. The applicati…

§414-53 Administrative order of abatement for infringement of corporate name. (a) Any domestic corporation in good standing or foreign corporation authorized to do business in this State claiming that the name of any entity registered or authorized to transact business under the …

[§414-6] Department director; powers. The director of commerce and consumer affairs for the State of Hawaii has the power reasonably necessary to perform the duties required of the department director by this chapter, and to administer this chapter efficiently. The department dir…

PART VI. OFFICE AND AGENT §414-61 Registered agent. Each corporation shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be:

§414-62 Designation or change of registered agent. (a) A corporation that does not already have a registered agent shall designate its registered agent by complying with section 425R-4. (b) A corporation may change its registered agent by complying with section 425R-7. (c) If the…

§414-63 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 2000, c 244, pt of §1; am L 2001, c 129, §18; am L 2009, c 55, §7]

§414-64 Service on corporation. (a) Service of any notice or process authorized by law issued against any corporation, 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, off…

PART VII. SHARES AND DISTRIBUTIONS A. Shares [§414-71] Authorized shares. (a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the…

[§414-72] Terms of class or series determined by board of directors. (a) If and to the extent the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in sectio…

[§414-73] Issued and outstanding shares. (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled. (b) The reacqu…

[§414-74] Fractional shares. (a) A corporation may: (b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by section 414-86(b). (c) The holder of a fractional share is entitled to exercise the rights of a sharehold…

B. Issuance of Shares [§414-81] Subscription for shares before incorporation. (a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revoca…

[§414-82] Issuance of shares. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intang…

[§414-83] Liability of shareholders. (a) A purchaser from a corporation of the corporation's own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (section 414-82) …

[§414-84] Share dividends. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is…

§414-85 Share options. A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for wh…

[§414-86] Form and content of certificates. (a) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by cer…

[§414-87] Shares without certificates. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorizat…

[§414-88] Restriction on transfer of shares and other securities. (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of …

[§414-89] Expense of issue. A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. [L 2000, c 244, pt of §1]

PART I. GENERAL PROVISIONS [§414D-1] Short title. This chapter shall be known and may be cited as the "Hawaii Nonprofit Corporations Act". [L 2001, c 105, pt of §1]

[§414D-10] Evidentiary effect of copy of filed document. A certificate attached to a copy of a document bearing the department director's signature (which may be in facsimile) and the seal of the department is conclusive evidence that the original document is on file with the dep…

PART VII. MEMBERS' MEETINGS, AND VOTING §414D-101 Annual and regular meetings. (a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (b) A corporation with members may hold regular membership meetings a…

§414D-102 Special meetings. (a) A corporation with members shall hold a special meeting of members: (b) The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer shall be the record date for the purpose of d…