1078
HOUSE OF REPRESENTATIVES                H.B. NO.           
TWENTIETH LEGISLATURE, 1999                                
STATE OF HAWAII                                            
                                                             
________________________________________________________________
________________________________________________________________


                   A  BILL  FOR  AN  ACT

RELATING TO BUSINESS REGISTRATION. 



BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF HAWAII:

 1      SECTION 1.  Chapter 415, Hawaii Revised Statutes, is amended
 
 2 by adding three new sections to be appropriately designated and
 
 3 to read as follows:
 
 4      " 415-    Registered office and registered agent.  (a)
 
 5 Except as provided below, each corporation shall continuously
 
 6 maintain in the State:
 
 7      (1)  A registered office that may be the same as any of its
 
 8           places of business; and
 
 9      (2)  A registered agent, who shall be:
 
10           (A)  An individual who resides in the State and whose
 
11                business office is identical with the registered
 
12                office;
 
13           (B)  A domestic corporation or not-for-profit domestic
 
14                corporation whose business office is identical
 
15                with the registered office; or
 
16           (C)  A foreign corporation or not-for-profit foreign
 
17                corporation authorized to transact business in the
 
18                State whose business office is identical with the
 
19                registered office.
 

 
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 1      (b)  The requirement that a corporation have a registered
 
 2 office and a registered agent shall not apply to any corporation
 
 3 during the time the corporation has at least one officer or
 
 4 director who is a resident of the State.
 
 5      415-    Change of registered office or registered agent.
 
 6 (a)  A corporation may change its registered office or registered
 
 7 agent by delivering to the director for filing a statement of
 
 8 change that sets forth:
 
 9      (1)  The name of the corporation;
 
10      (2)  The street address of the current registered office;
 
11      (3)  If the current registered office is to be changed, the
 
12           street address of the new registered office;
 
13      (4)  The name of its current registered agent;
 
14      (5)  If the current registered agent is to be changed, the
 
15           name of the new registered agent and the new agent's
 
16           written consent to the appointment.  This consent may
 
17           be indicated on, or attached to the statement of
 
18           change; and
 
19      (6)  That after the change or changes are made, the street
 
20           addresses of its registered office and the business
 
21           office of its registered agent will be identical.
 
22      (b)  If the street address of the registered agent's
 
23 business office changes, the registered agent may change the
 

 
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 1 street address of the corporation's registered office by
 
 2 notifying the corporation in writing of the change, and
 
 3 delivering to the director for filing a statement that complies
 
 4 with the requirements of subsection (a), states that the
 
 5 corporation has been notified of the change, and is signed by the
 
 6 registered agent.
 
 7      415-    Resignation of registered agent.  (a)  A registered
 
 8 agent may resign from the registered agent's appointment by
 
 9 signing and delivering to the director for filing a statement of
 
10 resignation.  The statement may state that the registered office
 
11 is also discontinued.
 
12      (b)  The registered agent shall mail one copy of the
 
13 statement of resignation to the corporation's registered office,
 
14 if not discontinued, and another copy to the corporation at its
 
15 principal office.
 
16      (c)  The agency appointment shall be terminated, and the
 
17 registered office discontinued if so provided, thirty-one days
 
18 after the date on which the statement was filed."
 
19      SECTION 2.  Chapter 415B, Hawaii Revised Statutes, is
 
20 amended by adding three new sections to be appropriately
 
21 designated and to read as follows:
 
22      "  415B-    Registered office and registered agent.  (a)
 
23 Except as provided below, each corporation shall continuously
 

 
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 1 maintain in the State:
 
 2      (1)  A registered office that may be the same as any of its
 
 3           places of business; and
 
 4      (2)  A registered agent, who shall be:
 
 5           (A)  An individual who resides in the State and whose
 
 6           business office is identical with the registered
 
 7           office;
 
 8           (B)  A domestic corporation or domestic profit
 
 9                corporation whose business office is identical
 
10                with the registered office; or
 
11           (C)  A foreign corporation or foreign profit
 
12                corporation authorized to transact business in the
 
13                State whose business office is identical with the
 
14                registered office.
 
15      (b)  The requirement that a corporation have a registered
 
16 office and a registered agent shall not apply to any corporation
 
17 during the time the corporation has at least one officer or
 
18 director who is a resident of the State.
 
19      415B-    Change of registered office or registered agent.
 
20 (a)  A corporation may change its registered office or registered
 
21 agent by delivering to the director for filing a statement of
 
22 change that sets forth:
 
23      (1)  The name of the corporation;
 

 
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 1      (2)  The street address of its current registered office;
 
 2      (3)  If the current registered office is to be changed, the
 
 3           street address of the new registered office;
 
 4      (4)  The name of its current registered agent;
 
 5      (5)  If the current registered agent is to be changed, the
 
 6           name of the new registered agent and the new agent's
 
 7           written consent to the appointment. This consent may be
 
 8           indicated on or attached to the statement of change;
 
 9           and
 
10      (6)  That after the change or changes are made, the street
 
11           addresses of its registered office and the business
 
12           office of its registered agent will be identical.
 
13      (b)  If the street address of the registered agent's
 
14 business office changes, the registered agent may change the
 
15 street address of the corporation's registered office by
 
16 notifying the corporation in writing of the change, and
 
17 delivering to the director for filing a statement that complies
 
18 with the requirements of subsection (a), states that the
 
19 corporation has been notified of the change, and is signed by the
 
20 registered agent.
 
21      415B-    Resignation of registered agent.  (a)  A
 
22 registered agent may resign from the registered agent's
 
23 appointment by signing and delivering to the director for filing
 

 
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 1 a statement of resignation.  The statement may state that the
 
 2 registered office is also discontinued.
 
 3      (b)  The registered agent shall mail one copy of the
 
 4 statement of registration to the corporation's registered office,
 
 5 if not discontinued, and another copy to the corporation at its
 
 6 principal office.
 
 7      (c)  The agency appointment shall be terminated, and the
 
 8 registered office discontinued if so provided, thirty-one days
 
 9 after the date on which the statement was filed."
 
10      SECTION 3.  Chapter 415B, Hawaii Revised Statutes, is
 
11 amended by adding a new section to be appropriately designated as
 
12 follows:
 
13      "415B-    Amended and restated articles of incorporation.
 
14      (a)  A domestic corporation may at any time amend and
 
15 restate its articles of incorporation by complying with the
 
16 procedures and requirements of sections 415B-37 and 415B-40.
 
17      (b)  Upon their adoption, the amended and restated articles
 
18 of incorporation shall set forth:
 
19      (1)  All of the operative provisions of the articles of
 
20           incorporation as theretofore amended;
 
21      (2)  The information required by section 415B-38; and
 
22      (3)  A statement that the amended and restated articles of
 
23           incorporation supersede the original articles of
 

 
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 1           incorporation and all amendments thereto.
 
 2      (c)  The amended and restated articles of incorporation
 
 3 shall be delivered to the director for filing.  The director may
 
 4 certify the amended and restated articles of incorporation as the
 
 5 articles of incorporation currently in effect, without including
 
 6 the information required to be filed by subsection (b)(2) and
 
 7 (3)."
 
 8      SECTION 4.  Section 415-8, Hawaii Revised Statutes, is
 
 9 amended to read as follows:
 
10      "415-8  Corporate Name.  The corporate name:
 
11      (1)  Shall contain the word "corporation," "incorporated",
 
12           or "limited", or shall contain an abbreviation of one
 
13           of the words; and
 
14      (2)  Shall not be the same as, or substantially identical
 
15           to, the name of any domestic corporation, domestic
 
16           partnership, [or] domestic limited liability company,
 
17           or domestic limited liability partnership existing
 
18           under the laws of this State, any foreign corporation,
 
19           foreign partnership, [or] foreign limited liability
 
20           company, or foreign limited liability partnership
 
21           authorized to transact business in this State, any
 
22           trade name, trademark, or service mark registered in
 
23           this State, or a name the exclusive right to which is,
 

 
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 1           at the time, reserved in the manner provided in this
 
 2           chapter, or the name of a corporation which has in
 
 3           effect a registration of its corporate name as provided
 
 4           in this chapter, except that this provision shall not
 
 5           apply if the applicant files with the director either
 
 6           of the following:
 
 7           (A)  The written consent of the other corporation or
 
 8                holder of a reserved or registered name to use the
 
 9                same or substantially identical name, and one or
 
10                more words are added to make the name
 
11                distinguishable from the other name, or
 
12           (B)  A certified copy of a final decree of a court of
 
13                competent jurisdiction establishing the prior
 
14                right of the applicant to the use of the name in
 
15                this State."
 
16       SECTION 5.  Section 415-35, Hawaii Revised Statutes, is
 
17 amended by amending subsection (a) to read as follows:
 
18      "(a)  All corporate powers shall be exercised by or under
 
19 authority of, and the business and affairs of a corporation shall
 
20 be managed under the direction of, a board of directors except as
 
21 may be otherwise provided in this chapter or the articles of
 
22 incorporation.  If any such provision is made in the articles of
 
23 incorporation, the powers and duties conferred or imposed upon
 

 
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 1 the board of directors by this chapter shall be exercised or
 
 2 performed to such extent and by such person or persons as shall
 
 3 be provided in the articles of incorporation. [At least one
 
 4 member of every board of directors shall be a resident of this
 
 5 state.  If there is no such director who is a member of the
 
 6 board, the board may not function except to elect a new director
 
 7 who is a resident of this State.]  Directors need not be
 
 8 shareholders of the corporation unless the articles of
 
 9 incorporation or bylaws so require.  The articles of
 
10 incorporation or bylaws may prescribe other qualifications for
 
11 directors.  The board of directors shall have authority to fix
 
12 the compensation of directors unless otherwise provided in the
 
13 articles of incorporation."
 
14      SECTION 6.  Section 415-54, Hawaii Revised Statutes, is
 
15 amended by amending subsection (a) to read as follows:
 
16      "(a)  The articles of incorporation shall be delivered to
 
17 and filed by the director and shall set forth:
 
18      (1)  The name of the corporation;
 
19      (2)  The aggregate number of shares which the corporation
 
20           shall have authority to issue, and, if the shares are
 
21           to be divided into classes, the number of shares of
 
22           each class;
 
23      (3)  The mailing address of its initial or principal
 

 
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 1           office[;] and, if the corporation is required at the
 
 2           time of incorporation to have a registered office and
 
 3           registered agent in this State, the street address of
 
 4           the corporation's initial registered office and the
 
 5           name of its initial registered agent at that office;
 
 6           provided that where no specific street address is
 
 7           available[,] for the corporation's initial or principal
 
 8           office or for the corporation's registered office, the
 
 9           rural route post office number or post office box
 
10           designated or made available by the United States
 
11           Postal Service;
 
12      (4)  The number of directors constituting the initial board
 
13           of directors and the names and residence addresses of
 
14           the individuals who are to serve as directors until the
 
15           first annual meeting of shareholders or until their
 
16           successors are elected and qualified; provided that
 
17           where no specific street address is available, the
 
18           rural route post office number or post office box
 
19           designated or made available by the United States
 
20           Postal Service; and
 
21       (5) The name, title, and residence address of each officer;
 
22           provided that where no specific street address is
 
23           available, the rural route post office number or post
 

 
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 1           office box designated or made available by the United
 
 2           States Postal Service."
 
 3      SECTION 7.  Section 415-58, Hawaii Revised Statutes, is
 
 4 amended to read as follows:
 
 5      "415-58  Right to amend articles of incorporation.  (a)  A
 
 6 corporation may amend its articles of incorporation from time to
 
 7 time, in any and in as many respects as may be desired, so long
 
 8 as its articles of incorporation as amended contain only those
 
 9 provisions which may be lawfully contained in original articles
 
10 of incorporation at the time of making the amendment, and, if a
 
11 change in shares or the rights of shareholders, or an exchange,
 
12 reclassification, or cancellation of shares or rights of
 
13 shareholders is to be made, the provisions as may be necessary to
 
14 effect the change, exchange, reclassification, or cancellation.
 
15      (b)  In particular, and without limitation upon this general
 
16 power of amendment, a corporation may amend its articles of
 
17 incorporations, from time to time, so as:
 
18      (1)  To change its corporate name;
 
19      (2)  To change its period of duration;
 
20      (3)  To change, enlarge, or diminish its corporate purposes;
 
21      (4)  To increase or decrease the aggregate number of shares,
 
22           or shares of any class, which the corporation has
 
23           authority to issue, except that if the aggregate number
 
24           of authorized shares is decreased by the corporation's
 

 
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 1           acquisition of its own shares, the decrease shall be as
 
 2           provided in section 415-6;
 
 3      (5)  To provide, change, or eliminate any provision with
 
 4           respect to the par value of any shares or class of
 
 5           shares;
 
 6      (6)  To exchange, classify, reclassify, or cancel all or any
 
 7           part of its shares, whether issued or unissued;
 
 8      (7)  To change the designation of all or any part of its
 
 9           shares, whether issued or unissued, and to change the
 
10           preferences, limitations, and the relative rights in
 
11           respect of all or any part of its shares, whether
 
12           issued or unissued;
 
13      (8)  To change the shares of any class, whether issued or
 
14           unissued, into a different number of shares of the same
 
15           class or into the same or a different number of shares
 
16           of other classes;
 
17      (9)  To create new classes or shares having rights and
 
18           preferences either prior and superior or subordinate
 
19           and inferior to the shares of any class then
 
20           authorized, whether issued or unissued;
 
21     (10)  To cancel or otherwise affect the right of the holders
 
22           of the shares of any class to receive dividends which
 

 
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 1           have accrued but have not been declared;
 
 2     (11)  To divide any preferred or special class of shares,
 
 3           whether issued or unissued, into series and fix and
 
 4           determine the designations of the series and the
 
 5           variations in the relative rights and preferences as
 
 6           between the shares of the series;
 
 7     (12)  To authorize the board of directors to establish, out
 
 8           of authorized but unissued shares, series of any
 
 9           preferred or special class of shares and fix and
 
10           determine the relative rights and preferences of the
 
11           shares of any series so established;
 
12     (13)  To authorize the board of directors to fix and
 
13           determine the relative rights and preferences of the
 
14           authorized but unissued shares of series theretofore
 
15           established in respect of which either the relative
 
16           rights and preferences have not been fixed and
 
17           determined are to be changed;
 
18     (14)  To revoke, diminish, or enlarge the authority of the
 
19           board of directors to establish series out of
 
20           authorized but unissued shares of any preferred or
 
21           special class and fix and determine the relative rights
 
22           and preferences of the shares of any series so
 
23           established; or
 

 
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 1     (15)  To limit, deny, or grant to shareholders of any class
 
 2           the preemptive right to acquire additional shares of
 
 3           the corporation, whether then or thereafter
 
 4           authorized."
 
 5      SECTION 8.  Section 415-61, Hawaii Revised Statutes, is
 
 6 amended to read as follows:
 
 7      "415-61  Articles of amendment.
 
 8      The articles of amendment shall be delivered and filed by
 
 9 the director and shall set forth:
 
10      (1)  The name of the corporation;
 
11      (2)  The amendments so adopted which shall be identified by
 
12           the numerical or other designation thereof in the
 
13           articles of incorporation;
 
14      (3)  The date of the adoption of the amendment by the
 
15           shareholders, or by the board of directors without
 
16           shareholder action;
 
17      (4)  The number of shares outstanding, the number of shares
 
18           entitled to vote thereon, and if the shares of any
 
19           class are entitled to vote;
 
20      (5)  The number of shares voted for and against the
 
21           amendment respectively, and, if the shares of any class
 
22           are entitled to vote thereon as a class, the number of
 
23           shares of each such class voted for and against the
 

 
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 1           amendment, respectively, or if no vote of shareholders
 
 2           was taken, a statement to that effect and that
 
 3           shareholder action was not required; and
 
 4      (6)  If the amendment provides for an exchange,
 
 5           reclassification, or cancellation of issued shares,
 
 6           [and if the manner in which the same shall be effected
 
 7           is not set forth in the amendment, then] a statement
 
 8           [of the manner in which the same shall be effected.]
 
 9           that provisions necessary to effect the exchange,
 
10           reclassification, or cancellation have been made."
 
11      SECTION 9.  Section 415-74, Hawaii Revised Statutes, is
 
12 amended by amending subsection (a) to read as follows:
 
13      "(a)  Upon receiving the approvals required by sections 415-
 
14 71, 415-72, 415-72A, and 415-73, articles of merger or articles
 
15 of consolidation shall be delivered to the director for filing
 
16 and shall set forth:
 
17      (1)  [The] A statement that the plan of merger, or the plan
 
18           of consolidation[;] has been approved and signed by the
 
19           board of directors of each corporation involved in the
 
20           merger or consolidation;
 
21      (2)  Either (A) a statement that the vote of shareholders is
 
22           not required by virtue of section 415-73(e), or (B) as
 
23           to each corporation, the approval of whose shareholders
 

 
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 1           is required, the number of shares outstanding, and, if
 
 2           the shares of any class were entitled to vote as a
 
 3           class, the designation and number of outstanding shares
 
 4           of each class; [and]
 
 5      (3)  As to each corporation the approval of whose
 
 6           shareholders is required, the number of shares voted
 
 7           for and against the plan, respectively, and, if the
 
 8           shares of any class are entitled to vote as a class,
 
 9           the number of shares of each class voted for and
 
10           against the plan, respectively[.]; and
 
11      (4)  A statement indicating the changes in the articles of
 
12           incorporation of the surviving corporation to be
 
13           effected by the merger or consolidation."
 
14      SECTION 10.  Section 415-75, Hawaii Revised Statutes, is
 
15 amended by amending subsection (c) to read as follows:
 
16      "(c)  Articles of merger shall be delivered to the director
 
17 for filing and shall set forth:
 
18      (1)  [The] A statement that the plan of merger [;] has been
 
19           approved and signed by the board of directors of the
 
20           surviving corporation;
 
21      (2)  The number of outstanding shares of each class of the
 
22           subsidiary corporation and the number of shares of each
 
23           class owned by the surviving corporation; and
 

 
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 1      (3)  The date a copy of the [mailing] plan of merger is
 
 2           mailed to shareholders of the subsidiary corporation
 
 3           entitled to receive the plan [of a copy of the plan of
 
 4           merger.]"
 
 5      SECTION 11.  Section 415-75.5, Hawaii Revised Statutes, is
 
 6 amended by amending subsection (c) to read as follows:
 
 7      "(c)  Articles of merger shall be delivered to the director
 
 8 for filing and shall set forth:
 
 9      (1)  [The] A statement that the plan of merger [;] has been
 
10           approved and signed by the board of directors of the
 
11           parent corporation;
 
12      (2)  The number of outstanding shares of each class of any
 
13           nonsurviving subsidiary corporation and the number of
 
14           such shares of each class owned by the parent
 
15           corporation; and
 
16      (3)  The date a copy of the [mailing] plan of merger is
 
17           mailed to shareholders of any nonsurviving subsidiary
 
18           corporation entitled to receive the plan [of a copy of
 
19           the plan of merger]."
 
20      SECTION 12.  Section 415-95, Hawaii Revised Statutes, is
 
21 amended by amending subsection (e) to read as follows:
 
22      "(e)  Within ninety days after the involuntary dissolution
 
23 of a corporation occurring before July 1, 1999, or within two
 

 
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 1 years after an involuntary dissolution occurring on or after July
 
 2 1, 1999, under this section, the corporation may be reinstated by
 
 3 the director upon written application executed by any two
 
 4 officers of the corporation setting forth such information as the
 
 5 director may require, and the payment of all delinquent fees,
 
 6 penalties, assessments, taxes, costs of involuntary dissolution,
 
 7 and the filing of all reports due and unfiled.  Within the
 
 8 [ninety-day] applicable reinstatement period above, should the
 
 9 name of the corporation, or a name substantially identical
 
10 thereto be registered or reserved by another corporation,
 
11 partnership, [or] limited liability company, or limited liability
 
12 partnership, or should such name or a name substantially
 
13 identical thereto be registered as a trade name, trademark, or
 
14 service mark, then reinstatement shall be allowed only upon the
 
15 registration of a new name by the involuntarily dissolved
 
16 corporation pursuant to the amendment provisions of this
 
17 chapter."
 
18      SECTION 13. Section 415-108, Hawaii Revised Statutes, is
 
19 amended to read as follows:
 
20      "415-108  Corporate name of foreign corporation.  No
 
21 certificate of authority shall be issued to a foreign corporation
 
22 unless its corporate name:
 
23      (1)  Is not the same as, or substantially identical to, the
 

 
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 1           name of any domestic corporation, domestic partnership,
 
 2           [or] domestic limited liability company, or domestic
 
 3           limited liability partnership existing under the laws
 
 4           of this State or any foreign corporation, foreign
 
 5           partnership, [or] foreign limited liability company, or
 
 6           foreign limited liability partnership authorized to
 
 7           transact business in this State, any trade name,
 
 8           trademark, or service mark registered in this State, or
 
 9           a name the exclusive right to which is, at the time,
 
10           reserved in the manner provided in this chapter, except
 
11           that this provision shall not apply if the foreign
 
12           corporation applying for a certificate of authority
 
13           files with the director any one of the following:
 
14           (A)  The written consent of such other corporation or
 
15                holder of a reserved or registered name to use the
 
16                same or substantially identical name and one or
 
17                more words are added to make the name
 
18                distinguishable from the other name.
 
19           (B)  A certified copy of a final decree of a court of
 
20                competent jurisdiction establishing the prior
 
21                right of the foreign corporation to the use of the
 
22                name in this State.
 
23           (C)  A copy of a certificate of registration of a Trade
 

 
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 1                name by the foreign corporation under which trade
 
 2                name that foreign corporation will transact
 
 3                business in this State; and
 
 4      (2)  It is transliterated into letters of the English
 
 5 alphabet, if the name is not in English."
 
 6      SECTION 14.  Section 415-125, Hawaii Revised Statutes, is
 
 7 amended to read as follows:
 
 8      "415-125  Filing of annual report of domestic and foreign
 
 9      corporations.
 
10      Each domestic corporation and each foreign corporation
 
11 authorized to transact business in this State shall deliver to
 
12 the director, within the time prescribed by this chapter, an
 
13 annual report signed by any authorized officer, or an attorney-
 
14 in-fact for an officer, or if the corporation is in the hands of
 
15 a receiver or trustee, by the receiver or trustee setting forth:
 
16      (1)  The name of the corporation or foreign corporation and
 
17           the state or country under the laws of which it is
 
18           incorporated;
 
19      (2)  [The]Where the corporation is required by law to have a
 
20           registered office and registered agent in the State,
 
21           the street address of the domestic corporation's or
 
22           foreign corporation's registered office in this State,
 
23           and the name of its registered agent in this State at
 

 
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 1           such address, and the address of its principal office
 
 2           in the state or country under the laws of which it is
 
 3           incorporated[, and, in the case of a domestic
 
 4           corporation, the address of its principal office];
 
 5           provided that if the mailing address of the principal
 
 6           office differs from the street address, or where no
 
 7           specific street address is available, the rural route
 
 8           post office number or post office box designated or
 
 9           made available by the United States Postal Service;
 
10      (3)  A brief statement of the character of the business in
 
11           which the corporation or foreign corporation is
 
12           actually engaged in this State;
 
13      (4)  The names and respective residence addresses of the
 
14           directors and officers of the corporation and the names
 
15           and respective addresses of the directors and officers
 
16           of the foreign corporation; provided that where no
 
17           specific street address is available, the rural route
 
18           post office number or post office box designated or
 
19           made available by the United States Postal Service;
 
20      (5)  A statement of the aggregate number of shares which a
 
21           domestic corporation has authority to issue, itemized
 
22           by classes and series, if any, within a class; and
 
23      (6)  A statement of the aggregate number of shares issued by
 

 
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 1           a domestic corporation, itemized by classes and series,
 
 2           if any, within each class."
 
 3      SECTION 15.  Section 415A-8, Hawaii Revised Statutes, is
 
 4 amended to read as follows:
 
 5      "415A-8  Corporate name.
 
 6      The name of a professional corporation:
 
 7      (1)  May be any name permitted by law expressly applicable
 
 8           to the profession in which the corporation is engaged
 
 9           or by a rule or regulation of the licensing authority
 
10           of the profession;
 
11      (2)  Shall not be the same as, or substantially identical
 
12           to, the name of any domestic corporation, partnership,
 
13           [or] limited liability company, or limited liability
 
14           partnership existing or registered under the laws of
 
15           this State or any foreign corporation, partnership,
 
16           [or] limited liability company, or limited liability
 
17           partnership authorized to transact business, or any
 
18           trade name, trademark, or service mark registered in
 
19           this State, or a name the exclusive right to which is,
 
20           at the time, reserved in the manner provided in the
 
21           Hawaii Business Corporation Act, chapter 415, or the
 
22           name of a corporation which has registered its
 
23           corporate name as provided in the Hawaii Business
 

 
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 1           Corporation Act, chapter 415; except that this section
 
 2           shall not apply if the applicant files with the
 
 3           director either of the following:
 
 4           (A)  The written consent of such other corporation or
 
 5                holder of a reserved or registered name to use the
 
 6                same or substantially identical name and one or
 
 7                more words are added to make the name
 
 8                distinguishable from the other name, or
 
 9           (B)  A certified copy of a final decree of a court of
 
10                competent jurisdiction establishing the prior
 
11                right of the applicant to use the name in this
 
12                State."
 
13      SECTION 16.  Section 415A-18, Hawaii Revised Statutes, is
 
14 amended by amending subsection (e) to read as follows:
 
15      "(e)  Within ninety days after the involuntary dissolution
 
16 of a professional corporation occurring before July 1, 1999, or
 
17 within two years of an involuntary dissolution occurring on or
 
18 after July 1, 1999, under this section, the corporation may be
 
19 reinstated by the director upon a written application executed by
 
20 any two officers of the corporation setting forth such
 
21 information as the director may require, and the payment of all
 
22 delinquent fees, penalties, assessments, taxes, costs of
 
23 involuntary dissolution, and the filing of all reports due and
 

 
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 1 unfiled.  Within the [ninety-day] applicable reinstatement period
 
 2 above, should the name of the professional corporation, or a name
 
 3 substantially identical thereto be registered or reserved by
 
 4 another corporation, partnership, [or] limited liability company,
 
 5 or limited liability partnership, or should the name or a name
 
 6 substantially identical thereto be registered as a trade name,
 
 7 trademark, or service mark, then reinstatement shall be allowed
 
 8 only upon the registration of a new name by the involuntarily
 
 9 dissolved professional corporation pursuant to the amendment
 
10 provisions of this chapter."
 
11      SECTION 17.  Section 415B-7, Hawaii Revised Statutes, is
 
12 amended to read as follows:
 
13      "415B-7  Corporate name.  The corporate name shall not be
 
14 the same as, or substantially identical to, the name of any
 
15 domestic corporation, partnership, limited liability company,
 
16 limited liability partnership existing or registered under the
 
17 laws of this State or any foreign corporation, partnership, [or]
 
18 limited liability company, or limited liability partnership
 
19 authorized to transact business, or any trade name, trademark, or
 
20 service mark registered in this State, or a name the exclusive
 
21 right to which is, at the time reserved in the manner provided
 
22 under the laws of this State, or the name of a corporation which
 
23 has in effect a registration of its corporate name as provided
 

 
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 1 under the laws of this State, except that this provision shall
 
 2 not apply if the applicant delivers to the director for filing
 
 3 either of the following:
 
 4      (1)  The written consent of the other corporation or holder
 
 5           of a reserved or registered name to use the same or
 
 6           substantially identical name and one or more words are
 
 7           added to make the name distinguishable from the other
 
 8           name[,]; or
 
 9      (2)  A certified copy of a final decree of a court of
 
10           competent jurisdiction establishing the prior right of
 
11           the applicant to the use of the name in this State."
 
12      SECTION 18.  Section 415B-11, Hawaii Revised Statutes, is
 
13 amended to read as follows:
 
14      "415B-11  Annual report of domestic and foreign
 
15      corporations.
 
16      Each domestic corporation or foreign corporation Authorized
 
17 to conduct affairs in this State shall deliver to the director
 
18 for filing, within the time prescribed by this chapter, an annual
 
19 report setting forth:
 
20      (1)  The name of the corporation or foreign corporation and
 
21           the state or country under the laws of which it is
 
22           incorporated;
 
23      (2)  [The] Where the corporation is required by law to have
 

 
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 1           a registered office and registered agent in the State,
 
 2           the street address of the domestic corporation's or
 
 3           foreign corporation's registered office in this State,
 
 4           the name of [the foreign corporation's] its registered
 
 5           agent in this State at [that] such address, and the
 
 6           mailing address of its principal office in the state or
 
 7           country under the laws of which it is incorporated [,
 
 8           and in the case of domestic corporation, the address of
 
 9           the corporation's principal office and the mailing
 
10           address of the principal office if it differs;]
 
11           provided that if the mailing address of the principal
 
12           office differs from the street address, or where no
 
13           specific street address is available, the rural route
 
14           post office number or post office box designated or
 
15           made available by the United States Postal Service;
 
16      (3)  A brief statement of the character of the affairs which
 
17           the corporation is actually conducting, or, in the case
 
18           of a foreign corporation, which the corporation is
 
19           actually conducting in this State; and
 
20      (4)  The names and respective addresses of the directors and
 
21           officers of the foreign corporation, and in the case of
 
22           a domestic corporation the names and residence
 
23           addresses of the directors and officers of a domestic
 

 
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 1           corporation.
 
 2      The annual report shall be made on forms prescribed and
 
 3 furnished by the director.  It shall be executed on behalf of the
 
 4 corporation by an authorized officer or an attorney-in-fact for
 
 5 an officer of the corporation or, if the corporation is in the
 
 6 hands of a receiver or trustee, by the receiver or trustee."
 
 7      SECTION 19.  Section 415B-34, Hawaii Revised Statutes, is
 
 8 amended to read as follows:
 
 9      "415B-34  Articles of incorporation.
 
10      One or more individuals may organize a corporation by
 
11 signing and delivering articles of incorporation to the director
 
12 pursuant to section 415B-10, which shall set forth:
 
13      (1)  The name of the corporation;
 
14      (2)  The period of the corporation's duration, which may be
 
15           perpetual;
 
16      (3)  The purpose or purposes for which the corporation is
 
17           organized;
 
18      (4)  Any provisions, not inconsistent with law, which the
 
19           incorporators elect to set forth in the articles of
 
20           incorporation for the regulation of the internal
 
21           affairs of the corporation, including any provision for
 
22           the distribution of assets on dissolution or final
 
23           liquidation;
 

 
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 1      (5)  The mailing address of the corporation's initial or
 
 2           principal office[;] and, if the corporation is required
 
 3           at the time of incorporation to have a registered
 
 4           office and registered agent in this State, the street
 
 5           address of the corporation's initial registered office
 
 6           and the name of its initial registered agent at that
 
 7           office; provided that where no specific street address
 
 8           is available[, the mailing address, which may be a] for
 
 9           the corporation's initial or principal office or for
 
10           the corporation's registered office, the rural route
 
11           post office or post office box designated or made
 
12           available by the United States Postal Service may be
 
13           listed;
 
14      (6)  The number of directors constituting the initial board
 
15           of directors and the names and residence addresses of
 
16           the individuals who are to serve as the initial
 
17           directors and initial officers; and
 
18      (7)  If a corporation has no members, that fact shall be set
 
19           forth.
 
20      It shall not be necessary to set forth in the articles of
 
21 incorporation any of the corporate powers enumerated in this
 
22 chapter."
 
23      SECTION 20.  Section 415B-61, Hawaii Revised Statues, is
 

 
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 1 amended to read as follows:
 
 2      " [[]415B-61[]]  Board of directors.  The affairs of a
 
 3 corporation shall be managed by a board of directors [, of which
 
 4 one director shall be a resident of this State].  The [other]
 
 5 directors need not be residents of this State or members of the
 
 6 corporation unless required by the articles of incorporation or
 
 7 the bylaws.  The articles of incorporation or the bylaws may
 
 8 prescribe other qualifications for directors."
 
 9      SECTION 21.  Section 415B-84, Hawaii Revised Statutes, is
 
10 amended to read as follows:
 
11      "415B-84  Articles of merger or consolidation.  The
 
12 articles of merger or articles of consolidation shall be
 
13 delivered to the director for filing and shall set forth:
 
14      (1)  [The] That the plan of merger or the plan of
 
15           consolidation[, including] has been approved and signed
 
16           by the board of directors of each corporation, in
 
17           accordance with section 415B-83, and shall include a
 
18           statement of the jurisdiction of incorporation if a
 
19           foreign corporation is involved;
 
20      (2)  If the members of any merging or consolidating
 
21           corporation are entitled to vote thereon, then as to
 
22           each such corporation:
 
23           (A)  [a] A statement setting forth the date of the
 

 
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 1                meeting of members at which the plan was adopted,
 
 2                that a quorum was present at the meeting, and that
 
 3                the plan received at least two-thirds of the votes
 
 4                which members present at the meeting or
 
 5                represented by proxy were entitled to cast[,]; or
 
 6           (B)  [a] A statement that the amendment was adopted by
 
 7                a consent in writing signed by all members
 
 8                entitled to vote with respect thereto; [and]
 
 9      (3)  If any merging or consolidating corporation has no
 
10           members, or no members entitled to vote thereon, then
 
11           as to each such corporation a statement of this fact,
 
12           the date of the meeting of the board of directors at
 
13           which the plan of merger or consolidation was adopted,
 
14           and a statement of the fact that the plan received the
 
15           vote of a majority of the directors in office[.]; and
 
16      (4)  A statement indicating the changes in the articles of
 
17           incorporation of the surviving corporation to be
 
18           effected by the merger or consolidation.
 
19      After the articles of merger or articles of consolidation
 
20 have been delivered to the director and filed, the certificate of
 
21 merger or certificate of consolidation shall be issued by the
 
22 director."
 
23      SECTION 22.  Section 415B-98, Hawaii Revised Statutes, is
 

 
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 1 amended by amending subsection (f) to read as follows:
 
 2      "(f)  Within ninety days after the involuntary dissolution
 
 3 of a corporation occurring before July 1, 1999, or within two
 
 4 years of an involuntary dissolution occurring on or after July 1,
 
 5 1999, under this section, the corporation may be reinstated by
 
 6 the director upon written application executed by any two
 
 7 officers of the corporation setting forth such information as the
 
 8 director may require, and the payment of all delinquent fees,
 
 9 penalties, assessments, taxes, costs of involuntary dissolution,
 
10 and the filing of all reports due and unfiled.  Within the
 
11 [ninety-day] applicable reinstatement period above, should the
 
12 name of the corporation, or a name substantially identical
 
13 thereto be registered or reserved by another corporation,
 
14 partnership, [or] limited liability company, or limited liability
 
15 partnership, or such name or a name substantially identical
 
16 thereto be registered as a trade name, trademark, or service
 
17 mark, then reinstatement shall be allowed only upon the
 
18 registration of a new name by the involuntarily dissolved
 
19 corporation pursuant to the amendment provisions of this
 
20 chapter."
 
21      SECTION 23.  Section 415B-122, Hawaii Revised Statutes, is
 
22 amended to read as follows:
 
23      "415B-122  Corporate name of foreign corporation.
 

 
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 1      No certificate of authority shall be issued to a foreign
 
 2 corporation unless its corporate name:
 
 3      (1)  Is not the same as, or substantially identical to, the
 
 4           name of any profit or nonprofit corporation,
 
 5           partnership, [or] limited liability company, or limited
 
 6           liability partnership existing under the laws of this
 
 7           State, or any profit or nonprofit foreign corporation,
 
 8           foreign partnership, [or] foreign limited liability
 
 9           company, or foreign limited liability partnership
 
10           authorized to transact business or conduct affairs in
 
11           this State, or a corporate or trade name, trademark, or
 
12           service mark reserved or registered pursuant to the
 
13           laws of this State; and
 
14      (2)  Is transliterated into letters of the English alphabet,
 
15           if the name is not in English."
 
16      SECTION 24.  Section 425-6, Hawaii Revised Statutes, is
 
17 amended to read as follows:
 
18      "425-6  Partnership name.  (a)  No statement or certificate
 
19 of any partnership having a name substantially identical with the
 
20 name of any corporation, partnership, [or] limited liability
 
21 company, or limited liability partnership registered to do
 
22 business under the laws of the State or with any trade name,
 
23 service mark, or trademark previously registered shall be
 

 
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 1 recorded by the director.  The acceptance of a statement or
 
 2 certificate of a partnership for registration by the director
 
 3 shall not abrogate or limit any common law or other right of any
 
 4 person to any corporation, partnership, [or] limited liability
 
 5 company, or limited liability partnership name, trade name,
 
 6 trademark, or service mark.
 
 7      (b)  The director may make, amend, and repeal such rules as
 
 8 may be necessary to carry out the purposes of this section."
 
 9      SECTION 25.  Section 425-14, Hawaii Revised Statutes, is
 
10 amended to read as follows:
 
11      "425-14  Cancellation of registration.  (a)  If any general
 
12 partnership fails or neglects for a period of two years to file
 
13 any annual statement as required by this part, the director of
 
14 commerce and consumer affairs may cancel the registration or the
 
15 certificate, as the case may be, of such partnership.  The
 
16 cancellation of such registration or certificate shall not
 
17 relieve the partners of liability for the penalties for the
 
18 failure to file any statement or certificates required by this
 
19 part.
 
20      (b)  Within ninety days after the involuntary cancellation
 
21 of a general partnership occurring before July 1, 1999, or within
 
22 two years of an involuntary cancellation occurring on or after
 
23 July 1, 1999, under this section, the registration statement of
 

 
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 1 the general partnership may be reinstated by the director upon
 
 2 written application executed by any partner of the general
 
 3 partnership setting forth such information as the director may
 
 4 require, and the payment of all delinquent fees, penalties,
 
 5 assessments, taxes, costs of involuntary cancellation, and the
 
 6 filing of all statements due and unfiled. Within the applicable
 
 7 reinstatement period above, should the name of the general
 
 8 partnership, or a name substantially identical thereto be
 
 9 registered or reserved by another corporation, partnership,
 
10 limited liability company, or limited liability partnership, or
 
11 should such name or a name substantially identical thereto be
 
12 registered as a trade name, trademark, or service mark, then
 
13 reinstatement shall be allowed only upon the registration of a
 
14 new name by the general partnership pursuant to the amendment
 
15 provisions of this chapter."
 
16      SECTION 26.  Section 425-164, Hawaii Revised Statutes, is
 
17 amended by amending subsection (b) to read as follows:
 
18      "(b)  No certificate of a limited liability partnership or
 
19 registration for a foreign limited liability partnership shall be
 
20 accepted by the director if the name of the partnership:
 
21      (1)  Is the same as, or substantially identical to, the name
 
22           of any domestic corporation, domestic partnership,
 
23           domestic limited liability company, or domestic limited
 

 
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 1           liability partnership, [whether general, limited, or
 
 2           limited liability domestic, or foreign, previously
 
 3           authorized or registered to do business] existing or
 
 4           registered under the laws of the State, or [with] any
 
 5           foreign corporation, foreign partnership, foreign
 
 6           limited liability company or foreign limited liability
 
 7           partnership authorized to transact business, or any
 
 8           trade name, service mark, or trademark [previously]
 
 9           registered [under the laws of the] in this State, or a
 
10           name the exclusive right to which is, at the time,
 
11           reserved, except that this provision shall not apply if
 
12           the partnership applying or registration files with the
 
13           director [any one] either of the following:
 
14           (A)  The written consent of the holder of the
 
15                registered or reserved name to use the same or
 
16                substantially identical name, and one or more
 
17                words are added to make the name distinguishable
 
18                from the other name; or
 
19           (B)  A certified copy of a final decree of a court of
 
20                competent jurisdiction establishing the prior
 
21                right of the foreign limited liability partnership
 
22                to use the name in this State; and
 
23      (2)  In the case of a foreign limited liability partnership,
 

 
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 1 is not transliterated into letters of the English alphabet, if
 
 2 the name is not in English."
 
 3      SECTION 27.  Section 425-171, Hawaii Revised Statutes, is
 
 4 amended to read as follows:
 
 5      "425-171  Cancellation of registration.  (a)  If any
 
 6 limited liability partnership or foreign limited liability
 
 7 partnership fails or neglects for a period of two years to file
 
 8 any annual statement as required by this part, the director may
 
 9 cancel the registration of the partnership.  The cancellation of
 
10 the registration shall not relieve the partners of liability for
 
11 the penalties due to the State for the failure to file any
 
12 statement or certificates required by this part.
 
13      (b)  Within ninety days after the involuntary cancellation
 
14 of a domestic or foreign limited liability partnership occurring
 
15 before July 1, 1999, or within two years of an involuntary
 
16 cancellation occurring on or after July 1, 1999, under this
 
17 section, the registration statement of the domestic or foreign
 
18 limited liability partnership may be reinstated by the director
 
19 upon written application executed by any partner of the limited
 
20 liability partnership setting forth such information as the
 
21 director may require, and the payment of all delinquent fees,
 
22 penalties, assessments, taxes, costs of involuntary cancellation,
 
23 and the filing of all statements due and unfiled.  Within the
 

 
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 1 applicable reinstatement period, should the name of the limited
 
 2 liability partnership, or a name substantially identical thereto,
 
 3 be registered or reserved by another corporation, partnership,
 
 4 limited liability company, or limited liability partnership, or
 
 5 should such name or a name substantially identical thereto be
 
 6 registered as a trade name, trademark, or service mark, then
 
 7 reinstatement shall be allowed only upon the registration of a
 
 8 new name by the involuntarily canceled limited liability
 
 9 partnership pursuant to the amendment provisions of this
 
10 chapter."
 
11      SECTION 28.  Section 425-178, Hawaii Revised Statutes, is
 
12 amended by amending subsection (c) to read as follows:
 
13      "(c) For purposes of subsection (a) a limited liability
 
14 partnership is a professional partnership if it is engaged in the
 
15 delivery of professional services under chapters 442, 448, 453,
 
16 455, 457, [458,] 459, 460, 461, 463E, 465, 466, and 471."
 
17      SECTION 29.  Section 425D-102, Hawaii Revised Statutes, is
 
18 amended to read as follows:
 
19      "425D-102  Name.(a)  The name of each limited partnership
 
20 as set forth in its certificate of limited partnership:
 
21      (1)  May not contain the name of a limited partner unless:
 
22           (A)  It is also the name of a general partner or The
 
23                corporate name of a corporate general partner;
 

 
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 1           (B)  The business of the limited partnership had been
 
 2                carried on under that name before the admission of
 
 3                that limited partner;
 
 4      (2)  Shall not be the same as, or substantially identical
 
 5 to, the name of any domestic corporation, domestic partnership,
 
 6 [or] domestic limited liability company, or domestic limited
 
 7 liability partnership existing or registered under the laws of
 
 8 this State, any foreign corporation, foreign partnership, [or]
 
 9 foreign limited liability company, or foreign limited liability
 
10 partnership authorized to transact business in this State, or any
 
11 trade name, trademark, or service mark [previously] registered in
 
12 this State, or a name the exclusive right to which is, at the
 
13 time, reserved, or the name of a partnership which has in effect
 
14 a registration of its partnership name as provided in this
 
15 chapter, except that this provision shall not apply if the
 
16 applicant filed with the director either of the following:
 
17           (A)  The written consent of the other partnership or
 
18                holder of a reserved or registered name to use the
 
19                same or substantially identical name, and one or
 
20                more words may be added to make the name
 
21                distinguishable from the other name, or
 
22           (B)  A certified copy of a final decree of a court of
 
23                competent jurisdiction establishing the prior
 

 
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 1                right of the applicant to the use of the name in
 
 2                this State."
 
 3      SECTION 30.  Section 425D-203.6, Hawaii Revised Statutes, is
 
 4 amended by amending subsection (b) to read as follows:
 
 5      "(b)  Within ninety days after the involuntary cancellation
 
 6 of a certificate of the limited partnership occurring before July
 
 7 1, 1999, or a involuntary cancellation occurring on or after July
 
 8 1, 1999, under this section, the certificate of the limited
 
 9 partnership may be reinstated by the director upon written
 
10 application executed by any general partner of the limited
 
11 partnership setting forth such information as the director may
 
12 require, and the payment of all delinquent fees, penalties,
 
13 assessments, taxes, costs of involuntary cancellation, and the
 
14 filing of all statements due and unfiled.  Within the [ninety-
 
15 day] applicable reinstatement period above, should the name of
 
16 the limited partnership, or a name substantially identical
 
17 thereto, be registered or reserved by another corporation,
 
18 partnership, [or] limited liability company, or limited liability
 
19 partnership, or should such name or a name substantially
 
20 identical thereto be registered as a trade name, trademark, or
 
21 service mark, then reinstatement shall be allowed only upon the
 
22 registration of a new name by the [involuntarily canceled]
 
23 limited partnership pursuant to the amendment provisions of this
 

 
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 1 chapter."
 
 2      SECTION 31.  Section 425D-904, Hawaii Revised Statutes, is
 
 3 amended by amending subsection (a) to read as follows:
 
 4      "(a)  No registration for a foreign limited partnership
 
 5 shall be accepted by the director if the name of such foreign
 
 6 limited partnership:
 
 7      (1)  Is the same as, or substantially identical to, the name
 
 8           of any domestic [or foreign] corporation, domestic
 
 9           partnership [whether general or limited, or] ,domestic
 
10           limited liability company, or domestic limited
 
11           liability partnership, [previously authorized or]
 
12           existing or registered to do business under the laws of
 
13           the State, any foreign corporation, foreign
 
14           partnership, foreign limited liability company, or
 
15           foreign limited liability partnership authorized to
 
16           transact business in this State, or [with] any trade
 
17           name, service mark, or trademark [previously]
 
18           registered [under the laws of the] in this State, or a
 
19           name the exclusive right to which is, at the time,
 
20           reserved, except that this provision shall not apply if
 
21           the foreign limited partnership applying for
 
22           registration files with the director [any one] either
 
23           of the following:
 

 
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 1           (A)  The written consent of the holder of the
 
 2                registered or reserved name to use the same or
 
 3                substantially identical name and one or more words
 
 4                are added to make the name distinguishable from
 
 5                the other name; or
 
 6           (B)  A certified copy of a final decree of a court of
 
 7                competent jurisdiction establishing the prior
 
 8                right of the foreign limited partnership to the
 
 9                use of the name in this State; and
 
10      (2)  Is not transliterated into letters of the English
 
11           alphabet, if the name is not English."
 
12      SECTION 32.  Section 428-105, Hawaii Revised Statutes, is
 
13 amended by amending subsection (b) to read as follows:
 
14      "(b) Except as authorized by subsections (c) and (d), the
 
15 name of a limited liability company must not be the same as, or
 
16 substantially identical to:
 
17      (1)  The name of any corporation, partnership, [or] limited
 
18           liability company, or limited liability partnership
 
19           existing under the laws of this State;
 
20      (2)  The name of any foreign corporation, foreign
 
21           partnership, [or] foreign limited liability company, or
 
22           foreign limited liability partnership authorized to
 
23           transact business in this State;
 

 
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 1      (3)  A name the exclusive right to which is reserved under
 
 2           the laws of this State;
 
 3      (4)  A fictitious name approved under section 428-1005 for a
 
 4           foreign limited liability company authorized to
 
 5           transact business in this State because its real name
 
 6           is unavailable; or
 
 7      (5)  Any trade name, service mark, or trademark registered
 
 8           in this State."
 
 9      SECTION 33.  Section 428-905, Hawaii Revised Statutes, is
 
10 amended by amending subsection (a) to read as follows:
 
11      "(a)  After approval of the plan of merger under section
 
12 428-904(c) and compliance with section 428-908, if applicable,
 
13 unless the merger is abandoned under section 428-904(d), articles
 
14 of merger shall be signed on behalf of each limited liability
 
15 company and each other entity that is a party to the merger and
 
16 delivered to the director for filing.  The articles shall set
 
17 forth and contain:
 
18      (1)  The name and jurisdiction of formation or organization
 
19           of each of the entities that are parties to the merger;
 
20     [(2)  The plan of merger;
 
21     (3)]  (2)  A statement, signed by each entity that is a party
 
22           to the merger, that the plan of merger was approved;
 
23    [(4)]  (3)  As to each entity, the total authorized votes and
 

 
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 1           the number voted for and against the plan;
 
 2    [(5)]  (4)  The name and address of the surviving company;
 
 3    [(6)]  (5)  The effective date and time of the merger, which
 
 4           shall be not earlier than the date and time of filing
 
 5           of the articles of merger and not later than thirty
 
 6           days after the filing of the articles of merger;
 
 7    [(7)]  (6)  If the surviving entity is a foreign limited
 
 8           liability company, it shall file with the director[;]:
 
 9           (A)  An agreement that the surviving entity may be
 
10                served with process in this State in any action or
 
11                proceeding for the enforcement of any liability or
 
12                obligation of any entity previously subject to
 
13                suit in this State which is to merge;
 
14           (B)  An irrevocable appointment of a resident of this
 
15                State including the street address, as its agent
 
16                to accept service of process in any such
 
17                proceeding; and
 
18           (C)  An agreement for the enforcement, as provided in
 
19                this chapter, of the right of any dissenting
 
20                member, shareholder or partner to receive payment
 
21                for their interest against the surviving entity;
 
22                and
 
23    [(8)]  (7)  A statement of compliance with section 428-908, if
 

 
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 1           applicable."
 
 2      SECTION 34.  Section 428-1005, Hawaii Revised Statutes, is
 
 3 amended by amending subsection (b) to read as follows:
 
 4      "(b)  Except as authorized by subsections (c) and (d), the
 
 5 name, including a fictitious name, of a foreign limited liability
 
 6 company shall not be the same as or substantially identical to:
 
 7      (1)  The name of any corporation, partnership, [or] limited
 
 8           liability company, or limited liability partnership
 
 9           existing under the laws of this State;
 
10      (2)  The name of any foreign corporation, foreign
 
11           partnership, [or] foreign limited liability company, or
 
12           foreign limited liability partnership authorized to
 
13           transact business in this State;
 
14      (3)  A name, the exclusive right to which is reserved under
 
15           the laws of this State;
 
16      (4)  The fictitious name of another foreign limited
 
17           liability company authorized to transact business in
 
18           this State; or
 
19      (5)  Any trade name, service mark, or trademark registered
 
20           in this State."
 
21      SECTION 35.  Section 482-4, Hawaii Revised Statutes, is
 
22 amended by amending subsection (a) to read as follows:
 
23      "(a)  It shall be unlawful for any person to adopt or use a
 

 
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 1 print, label, trademark, service mark, or trade name which is
 
 2 identical to or confusingly similar with any registered print,
 
 3 label, trademark, service mark, or trade name, or the name of any
 
 4 partnership, corporation, [or] limited liability company, or
 
 5 limited liability partnership registered in accordance with the
 
 6 laws on partnerships, corporations, [or] limited liability
 
 7 companies[.], or limited liability partnerships."
 
 8      SECTION 36. Statutory material to be repealed is bracketed.
 
 9 New statutory material is underscored.
 
10      SECTION 37. This Act shall take effect upon its approval. 
 
11 
 
12                           INTRODUCED BY:  _______________________
 

 
a                                                     CCA-20(99)