Title 23, Corporations And Partnerships

§414D-73 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 2001, c 105, pt of §1; am L 2012, c 58, §7]

§414D-74 Service on corporation. (a) Service of any notice or process authorized by law that is issued against any domestic or foreign corporation by any court, judicial or administrative officer, or board, may be made in the manner provided by law upon any registered agent, offi…

§414D-8 Filing duty of the department director. (a) If a document delivered to the office of the department director for filing satisfies the requirements of section 414D-3, the department director shall file it. (b) The department director files a document by stamping or otherwi…

part VI. MEMBERS AND MEMBERSHIPS [§414D-81] Admission. (a) The articles or bylaws may establish criteria or procedures for the admission of members. (b) No person shall be admitted as a member without the person's consent. [L 2001, c 105, pt of §1]

[§414D-82] Consideration. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. [L 2001, c 105, pt of §1]

[§414D-83] No requirement of members. A corporation is not required to have members. [L 2001, c 105, pt of §1]

[§414D-84] Differences in rights and obligations of members. (a) All members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer; unless the articles or bylaws establish classes of membership with different rights or obligation…

[§414D-85] Member's liability to third parties. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. [L 2001, c 105, pt of §1]

[§414D-86] Member's liability for dues, assessments, and fees. A member may be liable to the corporation for dues, assessments, or fees; provided that the articles or bylaws or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, by itsel…

[§414D-87] Creditor's action against member. (a) No action may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation, and execution has been returned unsatis…

§414D-89 Termination, expulsion, and suspension. (a) No member may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable, and is carried out in good faith. (b) A pr…

[§414D-89.5] Amendment terminating or canceling members; redemption of membership. (a) Any amendment to the articles or bylaws which would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships shall meet the requirements of …

[§414D-9] Appeal from the department director's refusal to file document. (a) If the department director refuses to file a document delivered for filing to the department director's office, the domestic or foreign corporation may within thirty days after the return of the documen…

§414D-90 Derivative suits. (a) A proceeding may be brought on behalf of a domestic or foreign corporation to procure a judgment in its favor by any member or members having five per cent or more of the voting power, or by fifty members, whichever is less, or any director. (b) In …

[§414D-91] Delegates. (a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. (b) The articles or bylaws may set forth provisions relating to:

[§414D-92] Purchase of memberships. (a) A public benefit corporation shall not purchase any of its memberships or any right arising therefrom. (b) A corporation other than a public benefit corporation may purchase its memberships only to the extent provided in section 414D-232. […

[§414E-1] Definitions. As used in this chapter, unless the context otherwise requires: "Acquiring person" means a person who is required to deliver an information statement. "Beneficial ownership" shall be determined pursuant to section 13 of the federal Securities Exchange Act o…

[§414E-2] Control share acquisitions. (a) Unless otherwise expressly provided in the articles of incorporation of an issuing public corporation, this section applies to a control share acquisition. (b) All shares acquired by an acquiring person in violation of subsection (e) shal…

[§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…