REPORT TITLE:
Financial institutions


DESCRIPTION:
Enables corporations, partnerships, and limited liability
companies to seek administrative relief against other entities
that have registered or are using a name that is substantially
identical or confusingly similar.  (HB1080 HD2)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                        1080
HOUSE OF REPRESENTATIVES                H.B. NO.           H.D. 2
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 to, 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 that support the
 
17 petitioner's claim that further use of the name should be abated.
 
18 The petitioner, at the petitioner's expense, shall notify the
 
19 registrant of the hearing in the manner prescribed by chapter 91
 

 
Page 2                                                     1080
                                     H.B. NO.           H.D. 2
                                                        
                                                        

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

 
Page 3                                                     1080
                                     H.B. NO.           H.D. 2
                                                        
                                                        

 
 1 its last known mailing address.  The entity shall wind up its
 
 2 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
 3 428, as applicable.
 
 4      (c)  Any person aggrieved by the director's order under this
 
 5 section may obtain judicial review in accordance with chapter 91
 
 6 by filing a notice of appeal in circuit court within thirty days
 
 7 after the issuance of the director's order.  The trial by the
 
 8 circuit court of any such proceeding shall be de novo.  Review of
 
 9 any final judgment of the circuit court under this section shall
 
10 be governed by chapter 602."
 
11      SECTION 2.  Chapter 415A, Hawaii Revised Statutes, is
 
12 amended by adding a new section to be appropriately designated
 
13 and to read as follows:
 
14      "415A-    Administrative order of abatement for
 
15 infringement of corporate name.  (a)  Any professional
 
16 corporation in good standing claiming that the name of any
 
17 domestic corporation, partnership, limited partnership, limited
 
18 liability partnership, or limited liability company existing
 
19 under the laws of this State, or any foreign corporation,
 
20 partnership, limited partnership, limited liability partnership,
 
21 or limited liability company authorized to transact business in
 
22 this State is substantially identical to, or confusingly similar
 
23 with, its name may file a petition with the director for an
 

 
Page 4                                                     1080
                                     H.B. NO.           H.D. 2
                                                        
                                                        

 
 1 administrative order of abatement to address the infringement of
 
 2 its name.  The petition shall set forth the facts and authority
 
 3 that support the petitioner's claim that further use of the name
 
 4 should be abated.  The petitioner, at the petitioner's expense,
 
 5 shall notify the registrant of the hearing and the registrant
 
 6 shall be given an opportunity to address the petition at a
 
 7 hearing.  The notice shall be made and the hearing held in
 
 8 accordance with the contested case provisions of chapter 91.
 
 9      (b)  In addition to any other remedy or sanction allowed by
 
10 law, the order of abatement may:
 
11      (1)  Allow the entity to retain its registered name, but:
 
12           (A)  Require the entity to register a new trade name
 
13                with the director; and
 
14           (B)  Require the entity to conduct business in this
 
15                State under this new trade name;
 
16           or
 
17      (2)  (A)  Require the entity to change its registered name;
 
18           (B)  Require the entity to register the new name with
 
19                the director; and
 
20           (C)  Require the entity to conduct business in this
 
21                State under its new name.
 
22 If an entity fails to comply with the order of abatement within
 
23 sixty days, the director may involuntarily dissolve or terminate
 

 
Page 5                                                     1080
                                     H.B. NO.           H.D. 2
                                                        
                                                        

 
 1 the entity, or cancel or revoke the entity's registration or
 
 2 certificate of authority, after the time to appeal has lapsed and
 
 3 no appeal has been timely filed.  The director shall mail notice
 
 4 of the dissolution, termination, or cancellation to the entity at
 
 5 its last known mailing address.  The entity shall wind up its
 
 6 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
 7 428, as applicable.
 
 8      (c)  Any person aggrieved by the director's order under this
 
 9 section may obtain judicial review in accordance with chapter 91
 
10 by filing a notice of appeal in circuit court within thirty days
 
11 after the issuance of the director's order.  The trial by the
 
12 circuit court of any such proceeding shall be de novo.  Review of
 
13 any final judgment of the circuit court under this section shall
 
14 be governed by chapter 602."
 
15      SECTION 3.  Chapter 415B, Hawaii Revised Statutes, is
 
16 amended by adding a new section to be appropriately designated
 
17 and to read as follows:
 
18      "415B-     Administrative order of abatement for
 
19 infringement of corporate name.  (a)  Any domestic corporation in
 
20 good standing or foreign corporation authorized to do business in
 
21 this State claiming that the name of another domestic
 
22 corporation, partnership, limited partnership, limited liability
 
23 partnership, or limited liability company existing under the laws
 

 
Page 6                                                     1080
                                     H.B. NO.           H.D. 2
                                                        
                                                        

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

 
Page 7                                                     1080
                                     H.B. NO.           H.D. 2
                                                        
                                                        

 
 1           (C)  Require the entity to conduct business in this
 
 2                State under its new name.
 
 3 If an entity fails to comply with the order of abatement within
 
 4 sixty days, the director may involuntarily dissolve or terminate
 
 5 the entity, or cancel or revoke the entity's registration or
 
 6 certificate of authority, after the time to appeal has lapsed and
 
 7 no appeal has been timely filed.  The director shall mail notice
 
 8 of the dissolution, termination, or cancellation to the entity at
 
 9 its last known mailing address.  The entity shall wind up its
 
10 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
11 428, as applicable.
 
12      (c)  Any person aggrieved by the director's order under this
 
13 section may obtain judicial review in accordance with chapter 91
 
14 by filing in the court a notice of appeal in circuit court within
 
15 thirty days after the issuance of the director's order.  The
 
16 trial by the circuit court of any such proceeding shall be de
 
17 novo.  Review of any final judgment of the circuit court under
 
18 this section shall be governed by chapter 602."
 
19      SECTION 4.  Chapter 425, Hawaii Revised Statutes, is amended
 
20 by adding to part VI a new section to be appropriately designated
 
21 and to read as follows:
 
22      "425-     Administrative order of abatement for
 
23 infringement of partnership name.  (a)  Any domestic partnership
 

 
Page 8                                                     1080
                                     H.B. NO.           H.D. 2
                                                        
                                                        

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

 
Page 9                                                     1080
                                     H.B. NO.           H.D. 2
                                                        
                                                        

 
 1           (B)  Require the entity to conduct business in this
 
 2                State under this new trade name;
 
 3           or
 
 4      (2)  (A)  Require the entity to change its registered name;
 
 5           (B)  Require the entity to register the new name with
 
 6                the director; and
 
 7           (C)  Require the entity to conduct business in this
 
 8                State under its new name.
 
 9 If an entity fails to comply with the order of abatement within
 
10 sixty days, the director may involuntarily dissolve or terminate
 
11 the entity, or cancel or revoke the entity's registration or
 
12 certificate of authority, after the time to appeal has lapsed and
 
13 no appeal has been timely filed.  The director shall mail notice
 
14 of the dissolution, termination, or cancellation to the entity at
 
15 its last known mailing address.  The entity shall wind up its
 
16 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
17 428, as applicable.
 
18      (c)  Any person aggrieved by the director's order under this
 
19 section may obtain judicial review in accordance with chapter 91
 
20 by filing a notice of appeal in circuit court within thirty days
 
21 after the issuance of the director's order.  The trial by the
 
22 circuit court of any such proceeding shall be de novo.  Review of
 
23 any final judgment of the circuit court under this section shall
 
24 be governed by chapter 602."
 

 
Page 10                                                    1080
                                     H.B. NO.           H.D. 2
                                                        
                                                        

 
 1      SECTION 5.  Chapter 425D, Hawaii Revised Statutes, is
 
 2 amended by adding a new section to be appropriately designated
 
 3 and to read as follows:
 
 4      "425D-     Administrative order of abatement for
 
 5 infringement of limited partnership name.  (a)  Any domestic
 
 6 limited partnership in good standing or foreign limited
 
 7 partnership authorized to do business in this State claiming that
 
 8 the name of another domestic corporation, partnership, limited
 
 9 partnership, limited liability partnership, or limited liability
 
10 company existing under the laws of this State, or any foreign
 
11 corporation, partnership, limited partnership, limited liability
 
12 partnership, or limited liability company authorized to transact
 
13 business in this State is substantially identical to, or
 
14 confusingly similar with, its name may file a petition with the
 
15 director for an administrative order of abatement to address the
 
16 infringement of its name.  The petition shall set forth the facts
 
17 and authority that support the petitioner's claim that further
 
18 use of the name should be abated.  The petitioner, at the
 
19 petitioner's expense, shall notify the registrant of the hearing
 
20 and the registrant shall be given an opportunity to address the
 
21 petition at a full hearing.  The notice shall be made and the
 
22 hearing held in accordance with the contested case provisions of
 
23 chapter 91.
 

 
Page 11                                                    1080
                                     H.B. NO.           H.D. 2
                                                        
                                                        

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

 
 
 
Page 12                                                    1080
                                     H.B. NO.           H.D. 2
                                                        
                                                        

 
 1      (c)  Any person aggrieved by the director's order under this
 
 2 section may obtain judicial review in accordance with chapter 91
 
 3 by filing a notice of appeal within thirty days after the
 
 4 issuance of the director's order.  The trial by the circuit court
 
 5 of any such proceeding shall be de novo.  Review of any final
 
 6 judgment of the circuit court under this section shall be
 
 7 governed by chapter 602."
 
 8      SECTION 6.  Chapter 428, Hawaii Revised Statutes, is amended
 
 9 by adding a new section to be appropriately designated and to
 
10 read as follows:
 
11      "428-     Administrative order of abatement for
 
12 infringement of limited liability company name.  (a)  Any
 
13 domestic limited liability company in good standing or foreign
 
14 limited liability company authorized to do business in this State
 
15 claiming that the name of another domestic corporation,
 
16 partnership, limited partnership, limited liability partnership,
 
17 or limited liability company existing under the laws of this
 
18 State, or any foreign corporation, partnership, limited
 
19 partnership, limited liability partnership, or foreign limited
 
20 liability company authorized to transact business in the State is
 
21 substantially identical to, or confusingly similar with, its name
 
22 may file a petition with the director for an administrative order
 
23 of abatement to address the infringement of its name.  The
 

 
Page 13                                                    1080
                                     H.B. NO.           H.D. 2
                                                        
                                                        

 
 1 petition shall set forth the facts and authority that support the
 
 2 petitioner's claim that further use of the name should be abated.
 
 3 The petitioner, at the petitioner's expense, shall notify the
 
 4 registrant of the hearing and the registrant shall be given an
 
 5 opportunity to address the petition at a full hearing.  The
 
 6 notice shall be made and the hearing held in accordance with the
 
 7 contested case provisions of chapter 91.
 
 8      (b)  In addition to any other remedy or sanction allowed by
 
 9 law, the order of abatement may:
 
10      (1)  Allow the entity to retain its registered name, but:
 
11           (A)  Require the entity to register a new trade name
 
12                with the director; and
 
13           (B)  Require the entity to conduct business in this
 
14                State under this new trade name;
 
15           or
 
16      (2)  (A)  Require the entity to change its registered name;
 
17           (B)  Require the entity to register the new name with
 
18                the director; and
 
19           (C)  Require the entity to conduct business in this
 
20                State under its new name.
 
21 If an entity fails to comply with the order of abatement within
 
22 sixty days, the director may involuntarily dissolve or terminate
 
23 the entity, or cancel or revoke the entity's registration or
 

 
Page 14                                                    1080
                                     H.B. NO.           H.D. 2
                                                        
                                                        

 
 1 certificate of authority, after the time to appeal has lapsed and
 
 2 no appeal has been timely filed.  The director shall mail notice
 
 3 of the dissolution, termination, or cancellation to the entity at
 
 4 its last known mailing address.  The entity shall wind up its
 
 5 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
 6 428, as applicable.
 
 7      (c)  Any person aggrieved by the director's order under this
 
 8 section may obtain judicial review in accordance with chapter 91
 
 9 by filing a notice of appeal within thirty days after the
 
10 issuance of the director's order.  The trial by the circuit court
 
11 of any such proceeding shall be do novo.  Review of any final
 
12 judgment of the circuit court under this section shall be
 
13 governed by chapter 602."
 
14      SECTION 7.  New statutory material is underscored.
 
15      SECTION 8.  This Act shall take effect upon its approval.