REPORT TITLE:



DESCRIPTION:


 
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                                                        1080
HOUSE OF REPRESENTATIVES                H.B. NO.           
TWENTIETH LEGISLATURE, 1999                                
STATE OF HAWAII                                            
                                                             
________________________________________________________________
________________________________________________________________


                   A  BILL  FOR  AN  ACT

RELATING TO THE NAMES OF CORPORATIONS, PARTNERSHIPS, AND LIMITED
   LIABILITY COMPANIES.



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

 1      SECTION 1.  Chapter 415, Hawaii Revised Statutes, is amended
 
 2 by adding a new section to be appropriately designated and to
 
 3 read as follows:
 
 4      "415-     Administrative order of abatement for
 
 5 infringement of corporate name.  (a)  Any domestic corporation in
 
 6 good standing or foreign corporation authorized to do business in
 
 7 this State claiming that the name of any domestic corporation,
 
 8 partnership, limited partnership, limited liability partnership,
 
 9 or limited liability company existing under the laws of this
 
10 State, or any foreign corporation, partnership, limited
 
11 partnership, limited liability partnership, or limited liability
 
12 company authorized to transact business in this State is
 
13 substantially identical to or confusingly similar with its name
 
14 may file a petition with the director for an administrative order
 
15 of abatement to address the infringement of its name.  The
 
16 petition shall set forth the facts and authority which support
 
17 the petitioner's claim that further use of the name should be
 
18 abated.  The petitioner shall, at its expense, notify the
 

 
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 1 registrant of the hearing in the manner prescribed by chapter 91
 
 2 and the registrant shall be given an opportunity to respond to
 
 3 the petition at a hearing held in accordance with chapter 91.
 
 4      (b)  In addition to any other remedy or sanction allowed by
 
 5 law, the order of abatement may:
 
 6      (1)  Allow an entity to retain its registered name and
 
 7           require the entity to register a new trade name with
 
 8           the director, and to conduct business in this State
 
 9           under this new trade name; or
 
10      (2)  Require an entity to change its registered name, to
 
11           register the new name with the director, and to conduct
 
12           business in this State under its new name.
 
13 If the entity fails to comply with the order of abatement within
 
14 sixty days, the director may involuntarily dissolve or terminate
 
15 the entity, or cancel or revoke the entity's registration or
 
16 certificate of authority, after the time to appeal has lapsed and
 
17 no appeal has been timely filed.  The director shall mail notice
 
18 of the dissolution, termination, or cancellation to the entity at
 
19 its last known mailing address.  The entity shall wind up its
 
20 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
21 428, as applicable.
 
22      (c)  Any person aggrieved by the director's order under this
 

 
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 1 section may obtain judicial review in accordance with chapter 91
 
 2 by filing a notice of appeal in circuit court within thirty days
 
 3 after the issuance of the director's order.  The trial by the
 
 4 circuit court of any such proceeding shall be de novo.
 
 5 Proceedings for review by the supreme court may be had and taken
 
 6 in the same manner as is provided for a review of a judgment of a
 
 7 circuit court."
 
 8      SECTION 2.  Chapter 415A, Hawaii Revised Statutes, is
 
 9 amended by adding a new section to be appropriately designated
 
10 and to read as follows:
 
11      "415A-    Administrative order of abatement for
 
12 infringement of corporate name.  (a)  Any professional
 
13 corporation in good standing claiming that the name of any
 
14 domestic corporation, professional corporation, partnership,
 
15 limited partnership, limited liability partnership, or limited
 
16 liability company existing under the laws of this State, or any
 
17 foreign corporation, partnership, limited partnership, limited
 
18 liability partnership, or limited liability company authorized to
 
19 transact business in this State is substantially identical to or
 
20 confusingly similar with its name may file a petition with the
 
21 director for an administrative order of abatement to address the
 
22 infringement of its name.  The petition shall set forth the facts
 

 
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                                     H.B. NO.           
                                                        
                                                        

 
 1 and authority which support the petitioner's claim that further
 
 2 use of the name should be abated.  The petitioner shall, at its
 
 3 expense, notify the registrant of the hearing in the manner
 
 4 prescribed by chapter 91 and the registrant shall be given an
 
 5 opportunity to address the petition at a hearing held in
 
 6 accordance with chapter 91.
 
 7      (b)  In addition to any other remedy or sanction allowed by
 
 8 law, the order of abatement may:
 
 9      (1)  Allow an entity to retain its registered name and
 
10           require the entity to register a new trade name with
 
11           the director, and to conduct business in this State
 
12           under this new trade name; or
 
13      (2)  Require an entity to change its registered name, to
 
14           register the new name with the director, and to conduct
 
15           business in this State under its new name.
 
16 If an entity fails to comply with the order of abatement within
 
17 sixty days, the director may involuntarily dissolve or terminate
 
18 the entity, or cancel or revoke the entity's registration or
 
19 certificate of authority, after the time to appeal has lapsed and
 
20 no appeal has been timely filed.  The director shall mail notice
 
21 of the dissolution, termination, or cancellation to the entity at
 
22 its last known mailing address.  The entity shall wind up its
 

 
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 1 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
 2 428, as applicable.
 
 3      (c)  Any person aggrieved by the director's order under this
 
 4 section may obtain judicial review in accordance with chapter 91
 
 5 by filing a notice of appeal in circuit court within thirty days
 
 6 after the issuance of the director's order.  The trial by the
 
 7 circuit court of any such proceeding shall be de novo.
 
 8 Proceedings for review by the supreme court may be had and taken
 
 9 in the same manner as is provided for a review of a judgment of a
 
10 circuit court."
 
11      SECTION 3.  Chapter 415B, Hawaii Revised Statutes, is
 
12 amended by adding a new section to be appropriately designated
 
13 and to read as follows:
 
14      "415B-     Administrative order of abatement for
 
15 infringement of corporate name.  (a)  Any domestic corporation in
 
16 good standing or foreign corporation authorized to do business in
 
17 this State claiming that the name of another domestic
 
18 corporation, partnership, limited partnership, limited liability
 
19 partnership, or limited liability company existing under the laws
 
20 of this State, or any foreign corporation, partnership, limited
 
21 partnership, limited liability partnership, or limited liability
 
22 company authorized to transact business in this State is
 

 
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 1 substantially identical to or confusingly similar with its name
 
 2 may file a petition with the director for an administrative order
 
 3 of abatement to address the infringement of its name.  The
 
 4 petition shall set forth the facts and authority which support
 
 5 the petitioner's claim that further use of the name should be
 
 6 abated.  The petitioner shall, at its expense, notify the
 
 7 registrant of the hearing in the manner prescribed by chapter 91
 
 8 and the registrant shall be given an opportunity to address the
 
 9 petition at a hearing held in accordance with chapter 91.
 
10      (b)  In addition to any other remedy or sanction allowed by
 
11 law, the order of abatement may:
 
12      (1)  Allow an entity to retain its registered name and
 
13           require the entity to register a new trade name with
 
14           the director, and to conduct business in this State
 
15           under this new trade name; or
 
16      (2)  Require an entity to change its registered name, to
 
17           register the new name with the director, and to conduct
 
18           business in this State under its new name.
 
19 If an entity fails to comply with the order of abatement within
 
20 sixty days, the director may involuntarily dissolve or terminate
 
21 the entity, or cancel or revoke the entity's registration or
 
22 certificate of authority, after the time to appeal has lapsed and
 

 
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 1 no appeal has been timely filed.  The director shall mail notice
 
 2 of the dissolution, termination, or cancellation to the entity at
 
 3 its last known mailing address.  The entity shall wind up its
 
 4 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
 5 428, as applicable.
 
 6      (c)  Any person aggrieved by the director's order under this
 
 7 section may obtain judicial review in accordance with chapter 91
 
 8 by filing in the court a notice of appeal in circuit court within
 
 9 thirty days after the issuance of the director's order.  The
 
10 trial by the circuit court of any such proceeding shall be de
 
11 novo.  Proceedings for review by the supreme court may be had and
 
12 taken in the same manner as is provided for a review of a
 
13 judgment of a circuit court."
 
14      SECTION 4.  Chapter 425, Hawaii Revised Statutes, is amended
 
15 by adding to Part VI a new section to be appropriately designated
 
16 and to read as follows:
 
17      "425-     Administrative order of abatement for
 
18 infringement of partnership name.  (a)  Any domestic partnership
 
19 in good standing formed under this chapter or foreign partnership
 
20 authorized to do business in this State under this chapter
 
21 claiming that the name of another domestic corporation,
 
22 partnership, limited partnership, limited liability partnership,
 

 
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 1 or limited liability company existing under the laws of this
 
 2 State, or any foreign corporation, partnership, limited
 
 3 partnership, limited liability partnership, or limited liability
 
 4 company authorized to transact business in this State is
 
 5 substantially identical to or confusingly similar with its name
 
 6 may file a petition with the director for an administrative order
 
 7 of abatement to address the infringement of its name.  The
 
 8 petition shall set forth the facts and authority which support
 
 9 the petitioner's claim that further use of the name should be
 
10 abated.  The petitioner shall, at its expense, notify the
 
11 registrant of the hearing in the manner prescribed by chapter 91
 
12 and the registrant shall be given an opportunity to address the
 
13 petition at a full hearing held accordance with chapter 91.
 
14      (b)  In addition to any other remedy or sanction allowed by
 
15 law, the order of abatement may:
 
16      (1)  Allow an entity to retain its registered name and
 
17           require the entity to register a new trade name with
 
18           the director, and to conduct business in this State
 
19           under this new trade name; or
 
20      (2)  Require an entity to change its registered name, to
 
21           register the new name with the director, and to conduct
 
22           business in this State under its new name.
 

 
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 1 If an entity fails to comply with the order of abatement within
 
 2 sixty days, the director may involuntarily dissolve or terminate
 
 3 the entity, or cancel or revoke the entity's registration or
 
 4 certificate of authority, after the time to appeal has lapsed and
 
 5 no appeal has been timely filed.  The director shall mail notice
 
 6 of the dissolution, termination, or cancellation to the entity at
 
 7 its last known mailing address.  The entity shall wind up its
 
 8 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
 9 428, as applicable.
 
10      (c)  Any person aggrieved by the director's order under this
 
11 section may obtain judicial review in accordance with chapter 91
 
12 by filing a notice of appeal in circuit court within thirty days
 
13 after the issuance of the director's order.  The trial by the
 
14 circuit court of any such proceeding shall be de novo.
 
15 Proceedings for review by the supreme court may be had and taken
 
16 in the same manner as is provided for a review of a judgment of a
 
17 circuit court."
 
18      SECTION 5.  Chapter 425D, Hawaii Revised Statutes, is
 
19 amended by adding a new section to be appropriately designated
 
20 and to read as follows:
 
21      "425D-     Administrative order of abatement for
 
22 infringement of limited partnership name.  (a)  Any domestic
 

 
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 1 limited partnership in good standing or foreign limited
 
 2 partnership authorized to do business in this State claiming that
 
 3 the name of another domestic corporation, partnership, limited
 
 4 partnership, limited liability partnership, or limited liability
 
 5 company existing under the laws of this State, or any foreign
 
 6 corporation, partnership, limited partnership, limited liability
 
 7 partnership, or limited liability company authorized to transact
 
 8 business in this State is substantially identical to or
 
 9 confusingly similar with its name may file a petition with the
 
10 director for an administrative order of abatement to address the
 
11 infringement of its name.  The petition shall set forth the facts
 
12 and authority which support the petitioner's claim that further
 
13 use of the name should be abated.  The petitioner shall, at its
 
14 expense, notify the registrant of the hearing in the manner
 
15 prescribed by chapter 91 and the registrant shall be given an
 
16 opportunity to address the petition at a full hearing held in
 
17 accordance with chapter 91.
 
18      (b)  In addition to any other remedy or sanction allowed by
 
19 law, the order of abatement may:
 
20      (1)  Allow an entity to retain its registered name and
 
21           require the entity to register a new trade name with
 
22           the director, and to conduct business in this State
 

 
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 1           under this new trade name; or
 
 2      (2)  Require an entity to change its registered name, to
 
 3           register the new name with the director, and to conduct
 
 4           business in this State under its new name.
 
 5 If an entity fails to comply with the order of abatement within
 
 6 sixty days, the director may involuntarily dissolve or terminate
 
 7 the entity, or cancel or revoke the entity's registration or
 
 8 certificate of authority, after the time to appeal has lapsed and
 
 9 no appeal has been timely file.  The director shall mail notice
 
10 of the dissolution, termination, or cancellation to the entity at
 
11 its last know mailing address.  The entity shall wind up its
 
12 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
13 428, as applicable.
 
14      (c)  Any person aggrieved by the director's order under this
 
15 section may obtain judicial review in accordance with chapter 91
 
16 by filing a notice of appeal within thirty days after the
 
17 issuance of the director's order.  The trial by the circuit court
 
18 of any such proceeding shall be de novo.  Proceedings for review
 
19 by the supreme court may be had and taken in the same manner as
 
20 is provided for a review of a judgment of a circuit court."
 
21      SECTION 6.  Chapter 428, Hawaii Revised Statutes, is amended
 
22 by adding a new section to be appropriately designated and to
 

 
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 1 read as follows:
 
 2      "428-     Administrative order of abatement for
 
 3 infringement of limited liability company name.  (a)  Any
 
 4 domestic limited liability company in good standing or foreign
 
 5 limited liability company authorized to do business in this State
 
 6 claiming that the name of another domestic corporation,
 
 7 partnership, limited partnership, limited liability partnership,
 
 8 or limited liability company existing under the laws of this
 
 9 State, or any foreign corporation, partnership, limited
 
10 partnership, limited liability partnership, or foreign limited
 
11 liability company authorized to transact business in the State is
 
12 substantially identical to or confusingly similar with its name
 
13 may file a petition with the director for an administrative order
 
14 of abatement to address the infringement of its name.  The
 
15 petition shall set forth the facts and authority which support
 
16 the petitioner's claim that further use of the name should be
 
17 abated.  The petitioner shall, at its expense, notify the
 
18 registrant of the hearing in the manner prescribed by chapter 91
 
19 and the registrant shall be given an opportunity to address the
 
20 petition at a full hearing held in accordance with chapter 91.
 
21      (b)  In addition to any other remedy or sanction allowed by
 
22 law, the order of abatement may:
 

 
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 1      (1)  Allow an entity to retain its registered name and
 
 2           require the entity to register a new trade name with
 
 3           the director, and to conduct business in this State
 
 4           under this new trade name; or
 
 5      (2)  Require an entity to change its registered name, to
 
 6           register the new trade name with the director, and to
 
 7           conduct business in this State under its new name.
 
 8 If an entity fails to comply with the order of abatement within
 
 9 sixty days, the director may involuntarily dissolve or terminate
 
10 the entity, or cancel or revoke the entity's registration or
 
11 certificate of authority, after the time to appeal has lapsed and
 
12 no appeal has been timely filed.  The director shall mail notice
 
13 of the dissolution, termination, or cancellation to the entity at
 
14 its last known mailing address.  The entity shall wind up its
 
15 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
16 428, as applicable.
 
17      (c)  Any person aggrieved by the director's under this
 
18 section may obtain judicial review in accordance with chapter 91
 
19 by filing a notice of appeal within thirty days after the
 
20 issuance of the director's order.  The trial by the circuit court
 
21 of any such proceeding shall be do novo.  Proceedings for review
 
22 by the supreme court may be had and taken in the same manner as
 

 
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 1 is provided for a review of a judgment of a circuit court."
 
 2      SECTION 7.  New statutory material is underscored.
 
 3      SECTION 8.  This Act shall take effect upon its approval.
 
 4 
 
 5                           INTRODUCED BY:_________________________
 

 
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