REPORT TITLE:
Business registration


DESCRIPTION:
Makes housekeeping amendments to chapters 415 and 415B, Hawaii
Revised Statutes by clarifying and updating statutes governing
business registration.  (SB1140 HD2)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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THE SENATE                              S.B. NO.           S.D. 2
TWENTIETH LEGISLATURE, 1999                                H.D. 2
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 in this section, each corporation shall
 
 6 continuously 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 to the registered
 
12                office;
 
13           (B)  A domestic corporation or not-for-profit domestic
 
14                corporation whose business office is identical to
 
15                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 to the
 
19                registered office.
 

 
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 1      (b)  The requirement that a corporation maintain a
 
 2 registered office and a registered agent shall not apply to any
 
 3 corporation during the time the corporation has at least one
 
 4 officer or 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 its 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 change;
 
18           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 shall 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 four new sections to be appropriately
 
21 designated and to read as follows:
 
22      "415B-    Registered office and registered agent.  (a)
 
23 Except as provided in this section, each corporation shall
 
24 continuously maintain in the State:
 

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

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

 
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 1      (b)  The registered agent shall mail one copy of the
 
 2 statement of resignation to the corporation's registered office,
 
 3 if not discontinued, and another copy to the corporation at its
 
 4 principal office.
 
 5      (c)  The agency appointment shall be terminated, and the
 
 6 registered office discontinued if so provided, thirty-one days
 
 7 after the date on which the statement was filed.
 
 8      415B-    Amended and restated articles of incorporation.
 
 9 (a)  A domestic corporation may at any time amend and restate its
 
10 articles of incorporation by complying with the procedures and
 
11 requirements under sections 415B-37 and 415B-40.
 
12      (b)  Upon their adoption, the amended and restated articles
 
13 of incorporation shall set forth:
 
14      (1)  All of the operative provisions of the articles of
 
15           incorporation as theretofore amended;
 
16      (2)  The information required under section 415B-38; and
 
17      (3)  A statement that the amended and restated articles of
 
18           incorporation supersede the original articles of
 
19           incorporation and all amendments thereto.
 
20      (c)  The amended and restated articles of incorporation
 
21 shall be delivered to the director for filing.  The director may
 
22 certify the amended and restated articles of incorporation as the
 
23 articles of incorporation currently in effect, without including
 

 
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 1 the information required to be filed by subsection (b)(2) and
 
 2 (3)."
 
 3      SECTION 3.  Section 415-8, Hawaii Revised Statutes, is
 
 4 amended to read as follows:
 
 5      "415-8  Corporate name.  The corporate name:
 
 6      (1)  Shall contain the word "corporation", "incorporated",
 
 7           or "limited", or shall contain an abbreviation of one
 
 8           of the words; and
 
 9      (2)  Shall not be the same as, or substantially identical
 
10           to, the name of any domestic corporation, domestic
 
11           partnership, [or] domestic limited liability company,
 
12           or domestic limited liability partnership existing
 
13           under the laws [[]of[]] this State, or any foreign
 
14           corporation, foreign partnership, [or] foreign limited
 
15           liability company, or foreign limited liability
 
16           partnership authorized to transact business in this
 
17           State, or any trade name, trademark, or service mark
 
18           registered in this State, or a name the exclusive right
 
19           to which is, at the time, reserved in the manner
 
20           provided in this chapter, or the name of a corporation
 
21           which has in effect a registration of its corporate
 
22           name as provided in this chapter, except that this
 
23           provision shall not apply if the applicant files with
 
24           the director either of the following:
 

 
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 1           (A)  The written consent of the other corporation or
 
 2                holder of a reserved or registered name to use the
 
 3                same or substantially identical name, and one or
 
 4                more words are added to make the name
 
 5                distinguishable from 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 applicant to the use of the name in
 
 9                this State."
 
10      SECTION 4.  Section 415-35, Hawaii Revised Statutes, is
 
11 amended by amending subsection (a) to read as follows:
 
12      "(a)  All corporate powers shall be exercised by or under
 
13 authority of, and the business and affairs of a corporation shall
 
14 be managed under the direction of, a board of directors except as
 
15 may be otherwise provided in this chapter or the articles of
 
16 incorporation.  If any such provision is made in the articles of
 
17 incorporation, the powers and duties conferred or imposed upon
 
18 the board of directors by this chapter shall be exercised or
 
19 performed to such extent and by such person or persons as shall
 
20 be provided in the articles of incorporation. [At least one
 
21 member of every board of directors shall be a resident of this
 
22 State.  If there is no such director who is a member of the
 
23 board, the board may not function except to elect a new director
 

 
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 1 who is a resident of this State.]  Directors need not be
 
 2 shareholders of the corporation unless the articles of
 
 3 incorporation or bylaws so require.  The articles of
 
 4 incorporation or bylaws may prescribe other qualifications for
 
 5 directors.  The board of directors shall have authority to fix
 
 6 the compensation of directors unless otherwise provided in the
 
 7 articles of incorporation."
 
 8      SECTION 5.  Section 415-54, Hawaii Revised Statutes, is
 
 9 amended by amending subsection (a) to read as follows:
 
10      "(a)  The articles of incorporation shall be delivered to
 
11 and filed by the director and shall set forth:
 
12      (1)  The name of the corporation;
 
13      (2)  The aggregate number of shares which the corporation
 
14           shall have authority to issue, and, if the shares are
 
15           to be divided into classes, the number of shares of
 
16           each class;
 
17      (3)  The mailing address of its initial or principal
 
18           office[;] and, if the corporation is required at the
 
19           time of incorporation to have a registered office and
 
20           registered agent in this State, the street address of
 
21           the corporation's initial registered office and the
 
22           name of its initial registered agent at that office;
 
23           provided that where no specific street address is
 

 
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 1           available[,] for the corporation's initial or principal
 
 2           office or for the corporation's registered office, the
 
 3           rural route post office number or post office box
 
 4           designated or made available by the United States
 
 5           Postal Service;
 
 6      (4)  The number of directors constituting the initial board
 
 7           of directors and the names and residence addresses of
 
 8           the individuals who are to serve as directors until the
 
 9           first annual meeting of shareholders or until their
 
10           successors are elected and qualified; provided that
 
11           where no specific street address is available, the
 
12           rural route post office number or post office box
 
13           designated or made available by the United States
 
14           Postal Service; and
 
15       (5) The name, title, and residence address of each officer;
 
16           provided that where no specific street address is
 
17           available, the rural route post office number or post
 
18           office box designated or made available by the United
 
19           States Postal Service."
 
20      SECTION 6.  Section 415-58, Hawaii Revised Statutes, is
 
21 amended to read as follows:
 
22      "415-58  Right to amend articles of incorporation.  (a)  A
 
23 corporation may amend its articles of incorporation from time to
 

 
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 1 time, in any and in as many respects as may be desired, so long
 
 2 as its articles of incorporation as amended contain only those
 
 3 provisions which may be lawfully contained in original articles
 
 4 of incorporation at the time of making the amendment[,] and, if a
 
 5 change in shares or the rights of shareholders, or an exchange,
 
 6 reclassification, or cancellation of shares or rights of
 
 7 shareholders is to be made, the provisions as may be necessary to
 
 8 effect the change, exchange, reclassification, or cancellation.
 
 9      (b)  In particular, and without limitation upon this general
 
10 power of amendment, a corporation may amend its articles of
 
11 incorporation, from time to time, so as:
 
12      (1)  To change its corporate name;
 
13      (2)  To change its period of duration;
 
14      (3)  To change, enlarge, or diminish its corporate purposes;
 
15      (4)  To increase or decrease the aggregate number of shares,
 
16           or shares of any class, which the corporation has
 
17           authority to issue, except that if the aggregate number
 
18           of authorized shares is decreased by the corporation's
 
19           acquisition of its own shares, the decrease shall be as
 
20           provided in section 415-6;
 
21      (5)  To provide, change, or eliminate any provision with
 
22           respect to the par value of any shares or class of
 
23           shares;
 

 
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 1      (6)  To exchange, classify, reclassify, or cancel all or any
 
 2           part of its shares, whether issued or unissued;
 
 3      (7)  To change the designation of all or any part of its
 
 4           shares, whether issued or unissued, and to change the
 
 5           preferences, limitations, and the relative rights in
 
 6           respect of all or any part of its shares, whether
 
 7           issued or unissued;
 
 8      (8)  To change the shares of any class, whether issued or
 
 9           unissued, into a different number of shares of the same
 
10           class or into the same or a different number of shares
 
11           of other classes;
 
12      (9)  To create new classes or shares having rights and
 
13           preferences either prior and superior or subordinate
 
14           and inferior to the shares of any class then
 
15           authorized, whether issued or unissued;
 
16     (10)  To cancel or otherwise affect the right of the holders
 
17           of the shares of any class to receive dividends which
 
18           have accrued but have not been declared;
 
19     (11)  To divide any preferred or special class of shares,
 
20           whether issued or unissued, into series and fix and
 
21           determine the designations of the series and the
 
22           variations in the relative rights and preferences as
 
23           between the shares of the series;
 

 
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 1     (12)  To authorize the board of directors to establish, out
 
 2           of authorized but unissued shares, series of any
 
 3           preferred or special class of shares and fix and
 
 4           determine the relative rights and preferences of the
 
 5           shares of any series so established;
 
 6     (13)  To authorize the board of directors to fix and
 
 7           determine the relative rights and preferences of the
 
 8           authorized but unissued shares of series theretofore
 
 9           established in respect of which either the relative
 
10           rights and preferences have not been fixed and
 
11           determined or the relative rights and preferences
 
12           theretofore fixed and determined are to be changed;
 
13     (14)  To revoke, diminish, or enlarge the authority of the
 
14           board of directors to establish series out of
 
15           authorized but unissued shares of any preferred or
 
16           special class and fix and determine the relative rights
 
17           and preferences of the shares of any series so
 
18           established; or
 
19     (15)  To limit, deny, or grant to shareholders of any class
 
20           the preemptive right to acquire additional shares of
 
21           the corporation, whether then or thereafter
 
22           authorized."
 

 
 
 
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 1      SECTION 7.  Section 415-61, Hawaii Revised Statutes, is
 
 2 amended to read as follows:
 
 3      "415-61  Articles of amendment.  The articles of amendment
 
 4 shall be delivered to and filed by the director and shall set
 
 5 forth:
 
 6      (1)  The name of the corporation;
 
 7      (2)  The amendments so adopted which shall be identified by
 
 8           the numerical or other designation thereof in the
 
 9           articles of incorporation;
 
10      (3)  The date of the adoption of the amendment by the
 
11           shareholders, or by the board of directors without
 
12           shareholder action;
 
13      (4)  The number of shares outstanding, the number of shares
 
14           entitled to vote thereon, and if the shares of any
 
15           class are entitled to vote;
 
16      (5)  The number of shares voted for and against the
 
17           amendment respectively, and, if the shares of any class
 
18           are entitled to vote thereon as a class, the number of
 
19           shares of each such class voted for and against the
 
20           amendment, respectively, or, if no vote of shareholders
 
21           was taken, a statement to that effect and that
 
22           shareholder action was not required; and
 

 
 
 
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 1      (6)  If the amendment provides for an exchange,
 
 2           reclassification, or cancellation of issued shares,
 
 3           [and if the manner in which the same shall be effected
 
 4           is not set forth in the amendment, then] a statement
 
 5           [of the manner in which the same shall be effected.]
 
 6           that provisions necessary to effect the exchange,
 
 7           reclassification, or cancellation have been made."
 
 8      SECTION 8.  Section 415-74, Hawaii Revised Statutes, is
 
 9 amended by amending subsection (a) to read as follows:
 
10      "(a)  Upon receiving the approvals required by sections 415-
 
11 71, 415-72, 415-72A, and 415-73, articles of merger or articles
 
12 of consolidation shall be delivered to the director for filing
 
13 and shall set forth:
 
14      (1)  [The] A statement that the plan of merger, or the plan
 
15           of consolidation[;] has been approved by the board of
 
16           directors of each corporation involved in the merger or
 
17           consolidation;
 
18      (2)  Either:
 
19           (A)  [a] A statement that the vote of shareholders is
 
20                not required by virtue of section 415-73(e)[,]; or
 
21           (B)  [as] As to each corporation, the approval of whose
 
22                shareholders is required, the number of shares
 
23                outstanding[,] and, if the shares of any class
 

 
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 1                were entitled to vote as a class, the designation
 
 2                and number of outstanding shares of each class;
 
 3                [and]
 
 4      (3)  As to each corporation the approval of whose
 
 5           shareholders is required, the number of shares voted
 
 6           for and against the plan, respectively, and, if the
 
 7           shares of any class are entitled to vote as a class,
 
 8           the number of shares of each class voted for and
 
 9           against the plan, respectively[.]; and
 
10      (4)  A statement indicating the changes in the articles of
 
11           incorporation of the surviving corporation to be
 
12           effected by the merger or consolidation."
 
13      SECTION 9.  Section 415-75, Hawaii Revised Statutes, is
 
14 amended by amending subsection (c) to read as follows:
 
15      "(c)  Articles of merger shall be delivered to the director
 
16 for filing and shall set forth:
 
17      (1)  [The] A statement that the plan of merger[;] has been
 
18           approved by the board of directors of the surviving
 
19           corporation;
 
20      (2)  The number of outstanding shares of each class of the
 
21           subsidiary corporation and the number of shares of each
 
22           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 10.  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 by the board of directors of the parent
 
11           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 11.  Section 415-95, Hawaii Revised Statutes, is
 
21 amended by amending subsection (e) to read as follows:
 
22      "(e)  Within [ninety days] two years after the involuntary
 
23 dissolution of a corporation under this section, the corporation
 

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

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

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

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

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

 
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 1           (A)  The written consent of such other corporation or
 
 2                holder of a reserved or registered name to use the
 
 3                same or substantially identical name and one or
 
 4                more words are added to make the name
 
 5                distinguishable from 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 applicant to use the name in this
 
 9                State."
 
10      SECTION 15.  Section 415A-18, Hawaii Revised Statutes, is
 
11 amended by amending subsection (e) to read as follows:
 
12      "(e)  Within [ninety days] two years after the involuntary
 
13 dissolution of a professional corporation under this section, the
 
14 corporation may be reinstated by the director upon a written
 
15 application executed by any two officers of the corporation
 
16 setting forth such information as the director may require, and
 
17 the payment of all delinquent fees, penalties, assessments,
 
18 taxes, costs of involuntary dissolution, and the filing of all
 
19 reports due and unfiled.  Within the [ninety-day] applicable
 
20 reinstatement period, should the name of the professional
 
21 corporation, or a name substantially identical thereto be
 
22 registered or reserved by another corporation, partnership, [or]
 
23 limited liability company, or limited liability partnership, or
 

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

 
 
 
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 1      (1)  The written consent of the other corporation or holder
 
 2           of a reserved or registered name to use the same or
 
 3           substantially identical name and one or more words are
 
 4           added to make the name distinguishable from the other
 
 5           name[,]; or
 
 6      (2)  A certified copy of a final decree of a court of
 
 7           competent jurisdiction establishing the prior right of
 
 8           the applicant to the use of the name in this State."
 
 9      SECTION 17.  Section 415B-11, Hawaii Revised Statutes, is
 
10 amended to read as follows:
 
11      "415B-11  Annual report of domestic and foreign
 
12 corporations.  (a)  Each domestic corporation or foreign
 
13 corporation authorized to conduct affairs in this State shall
 
14 deliver to the director for filing, within the time prescribed by
 
15 this chapter, an annual report 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
 
20           a 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           the name of [the foreign corporation's] its registered
 

 
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 1           agent in this State at [that] such address, and the
 
 2           mailing address of its principal office in the state or
 
 3           country under the laws of which it is incorporated[,
 
 4           and in the case of domestic corporation, the address of
 
 5           the corporation's principal office and the mailing
 
 6           address of the principal office if it differs];
 
 7           provided that if the mailing address of the principal
 
 8           office differs from the street address, or where no
 
 9           specific street address is available, the rural route
 
10           post office number or post office box designated or
 
11           made available by the United States Postal Service;
 
12      (3)  A brief statement of the character of the affairs which
 
13           the corporation is actually conducting, or, in the case
 
14           of a foreign corporation, which the corporation is
 
15           actually conducting in this State; and
 
16      (4)  The names and respective addresses of the directors and
 
17           officers of the foreign corporation[,] and, in the case
 
18           of a domestic corporation, the names and residence
 
19           addresses of the directors and officers of a domestic
 
20           corporation.
 
21      (b)  The annual report shall be made on forms prescribed and
 
22 furnished by the director.  It shall be executed on behalf of the
 
23 corporation by any authorized officer or an attorney-in-fact for
 

 
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 1 an officer of the corporation or, if the corporation is in the
 
 2 hands of a receiver or trustee, by the receiver or trustee."
 
 3      SECTION 18.  Section 415B-34, Hawaii Revised Statutes, is
 
 4 amended to read as follows:
 
 5      "415B-34  Articles of incorporation.  (a)  One or more
 
 6 individuals may organize a corporation by signing and delivering
 
 7 articles of incorporation to the director pursuant to section
 
 8 415B-10, which shall set forth:
 
 9      (1)  The name of the corporation;
 
10      (2)  The period of the corporation's duration, which may be
 
11           perpetual;
 
12      (3)  The purpose or purposes for which the corporation is
 
13           organized;
 
14      (4)  Any provisions, not inconsistent with law, which the
 
15           incorporators elect to set forth in the articles of
 
16           incorporation for the regulation of the internal
 
17           affairs of the corporation, including any provision for
 
18           the distribution of assets on dissolution or final
 
19           liquidation;
 
20      (5)  The mailing address of the corporation's initial or
 
21           principal office[;] and, if the corporation is required
 
22           at the time of incorporation to have a registered
 
23           office and registered agent in this State, the street
 

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

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

 
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 1      (B)  [a] A statement that the amendment was adopted by a
 
 2           consent in writing signed by all members entitled to
 
 3           vote with respect thereto; [and]
 
 4      (3)  If any merging or consolidating corporation has no
 
 5           members, or no members entitled to vote thereon, then
 
 6           as to each such corporation a statement of this fact,
 
 7           the date of the meeting of the board of directors at
 
 8           which the plan of merger or consolidation was adopted,
 
 9           and a statement of the fact that the plan received the
 
10           vote of a majority of the directors in office[.]; 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      After the articles of merger or articles of consolidation
 
15 have been delivered to the director and filed, the certificate of
 
16 merger or certificate of consolidation shall be issued by the
 
17 director."
 
18      SECTION 21.  Section 415B-98, Hawaii Revised Statutes, is
 
19 amended by amending subsection (f) to read as follows:
 
20      "(f)  Within [ninety days] two years after the involuntary
 
21 dissolution of a corporation under this section, the corporation
 
22 may be reinstated by the director upon written application
 
23 executed by any two officers of the corporation setting forth
 

 
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 1 such information as the director may require, and the payment of
 
 2 all delinquent fees, penalties, assessments, taxes, costs of
 
 3 involuntary dissolution, and the filing of all reports due and
 
 4 unfiled.  Within the [ninety-day] applicable reinstatement
 
 5 period, should the name of the corporation, or a name
 
 6 substantially identical thereto be registered or reserved by
 
 7 another corporation, partnership, [or] limited liability company,
 
 8 or limited liability partnership, or such name or a name
 
 9 substantially identical thereto be registered as a trade name,
 
10 trademark, or service mark, then reinstatement shall be allowed
 
11 only upon the registration of a new name by the involuntarily
 
12 dissolved corporation pursuant to the amendment provisions of
 
13 this chapter."
 
14      SECTION 22.  Section 415B-122, Hawaii Revised Statutes, is
 
15 amended to read as follows:
 
16      "415B-122  Corporate name of foreign corporation.  No
 
17 certificate of authority shall be issued to a foreign corporation
 
18 unless its corporate name:
 
19      (1)  Is not the same as, or substantially identical to, the
 
20           name of any profit or nonprofit corporation,
 
21           partnership, [or] limited liability company, or limited
 
22           liability partnership existing under the laws of this
 
23           State, or any profit or nonprofit foreign corporation,
 

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

 
 
 
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 1      (b)  The director may make, amend, and repeal such rules as
 
 2 may be necessary to carry out the purposes of this section."
 
 3      SECTION 24.  Section 425-14, Hawaii Revised Statutes, is
 
 4 amended to read as follows:
 
 5      "425-14  Cancellation of registration.  (a)  If any general
 
 6 partnership fails or neglects for a period of two years to file
 
 7 any annual statement as required by this part, the director of
 
 8 commerce and consumer affairs may cancel the registration or the
 
 9 certificate, as the case may be, of such partnership.  The
 
10 cancellation of such registration or certificate shall not
 
11 relieve the partners of liability for the penalties for the
 
12 failure to file any statement or certificates required by this
 
13 part.
 
14      (b)  Within two years after the involuntary cancellation of
 
15 a general partnership under this section, the registration
 
16 statement of the general partnership may be reinstated by the
 
17 director upon written application executed by any partner of the
 
18 general partnership setting forth such information as the
 
19 director may require, and the payment of all delinquent fees,
 
20 penalties, assessments, taxes, costs of involuntary cancellation,
 
21 and the filing of all statements due and unfiled.  Within the
 
22 applicable reinstatement period, should the name of the general
 
23 partnership, or a name substantially identical thereto be
 

 
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 1 registered or reserved by another corporation, partnership,
 
 2 limited liability company, or limited liability partnership, or
 
 3 should such name or a name substantially identical thereto be
 
 4 registered as a trade name, trademark, or service mark, then
 
 5 reinstatement shall be allowed only upon the registration of a
 
 6 new name by the general partnership pursuant to the amendment
 
 7 provisions of this chapter."
 
 8      SECTION 25.  Section 425-164, Hawaii Revised Statutes, is
 
 9 amended by amending subsection (b) to read as follows:
 
10      "(b)  No certificate of a limited liability partnership or
 
11 registration for a foreign limited liability partnership shall be
 
12 accepted by the director if the name of the partnership:
 
13      (1)  Is the same as, or substantially identical to, the name
 
14           of any domestic corporation [or], domestic partnership,
 
15           domestic limited liability company, or domestic limited
 
16           liability partnership, [whether general, limited,
 
17           limited liability, domestic, or foreign, previously
 
18           authorized or registered to do business] existing or
 
19           registered under the laws of the State, or [with] any
 
20           foreign corporation, foreign partnership, foreign
 
21           limited liability company, or foreign limited liability
 
22           partnership authorized to transact business in the
 
23           State, or any trade name, service mark, or trademark
 

 
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 1           [previously] registered [under the laws of the] in this
 
 2           State, or a name the exclusive right to which is, at
 
 3           the time, reserved, except that this provision shall
 
 4           not apply if the partnership applying for registration
 
 5           files with the director [any one] either of the
 
 6           following:
 
 7           (A)  The written consent of the holder of the
 
 8                registered or reserved name to use the same or
 
 9                substantially identical name, and one or more
 
10                words are added to make the name distinguishable
 
11                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 foreign limited liability partnership
 
15                to use the name in this State;
 
16           and
 
17      (2)  In the case of a foreign limited liability partnership,
 
18           is not transliterated into letters of the English
 
19           alphabet, if the name is not in English."
 
20      SECTION 26.  Section 425-171, Hawaii Revised Statutes, is
 
21 amended to read as follows:
 
22      "[[]425-171[]]  Cancellation of registration.  (a)  If any
 
23 limited liability partnership or foreign limited liability
 

 
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 1 partnership fails or neglects for a period of two years to file
 
 2 any annual statement as required by this part, the director may
 
 3 cancel the registration of the partnership.  The cancellation of
 
 4 the registration shall not relieve the partners of liability for
 
 5 the penalties due to the State for the failure to file any
 
 6 statement or certificates required by this part.
 
 7      (b)  Within two years after the involuntary cancellation of
 
 8 a domestic or foreign limited liability partnership under this
 
 9 section, the registration statement of the domestic or foreign
 
10 limited liability partnership may be reinstated by the director
 
11 upon written application executed by any partner of the limited
 
12 liability partnership setting forth such information as the
 
13 director may require, and the payment of all delinquent fees,
 
14 penalties, assessments, taxes, costs of involuntary cancellation,
 
15 and the filing of all statements due and unfiled.  Within the
 
16 applicable reinstatement period, should the name of the limited
 
17 liability partnership, or a name substantially identical thereto,
 
18 be registered or reserved by another corporation, partnership,
 
19 limited liability company, or limited liability partnership, or
 
20 should such name or a name substantially identical thereto be
 
21 registered as a trade name, trademark, or service mark, then
 
22 reinstatement shall be allowed only upon the registration of a
 
23 new name by the limited liability partnership pursuant to the
 
24 amendment provisions of this chapter."
 

 
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 1      SECTION 27.  Section 425-178, Hawaii Revised Statutes, is
 
 2 amended by amending subsection (c) to read as follows:
 
 3      "(c) For purposes of subsection (a), a limited liability
 
 4 partnership is a professional partnership if it is engaged in the
 
 5 delivery of professional services under chapters 442, 448, 453,
 
 6 455, 457, [458,] 459, 460, 461, 463E, 465, 466, and 471."
 
 7      SECTION 28.  Section 425D-102, Hawaii Revised Statutes, is
 
 8 amended to read as follows:
 
 9      "425D-102  Name.(a)  The name of each limited partnership
 
10 as set forth in its certificate of limited partnership:
 
11      (1)  May not contain the name of a limited partner unless:
 
12           (A)  It is also the name of a general partner or the
 
13                corporate name of a corporate general partner[,];
 
14                or
 
15           (B)  The business of the limited partnership had been
 
16                carried on under that name before the admission of
 
17                that limited partner;
 
18      (2)  Shall not be the same as, or substantially identical
 
19           to, the name of any domestic corporation, domestic
 
20           partnership, [or] domestic limited liability company,
 
21           or domestic limited liability partnership existing or
 
22           registered under the laws of this State, any foreign
 
23           corporation, foreign partnership, [or] foreign limited
 

 
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 1           liability company, or foreign limited liability
 
 2           partnership authorized to transact business in this
 
 3           State, or any trade name, trademark, or service mark
 
 4           [previously] registered in this State, or a name the
 
 5           exclusive right to which is, at the time, reserved, or
 
 6           the name of a partnership which has in effect a
 
 7           registration of its partnership name as provided in
 
 8           this chapter, except that this provision shall not
 
 9           apply if the applicant filed with the director either
 
10           of the following:
 
11           (A)  The written consent of the other partnership or
 
12                holder of a reserved or registered name to use the
 
13                same or substantially identical name, and one or
 
14                more words [may be] are added to make the name
 
15                distinguishable from the other name[,]; or
 
16           (B)  A certified copy of a final decree of a court of
 
17                competent jurisdiction establishing the prior
 
18                right of the applicant to the use of the name in
 
19                this State."
 
20      SECTION 29.  Section 425D-203.6, Hawaii Revised Statutes, is
 
21 amended by amending subsection (b) to read as follows:
 
22      "(b)  Within [ninety days] two years after the involuntary
 
23 cancellation of a certificate of limited partnership under this
 

 
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 1 section, the certificate of limited partnership may be reinstated
 
 2 by the director upon written application executed by any general
 
 3 partner of the limited partnership setting forth such information
 
 4 as the director may require, and the payment of all delinquent
 
 5 fees, penalties, assessments, taxes, costs of involuntary
 
 6 cancellation, and the filing of all statements due and unfiled.
 
 7 Within the [ninety-day] applicable reinstatement period, should
 
 8 the name of the limited partnership, or a name substantially
 
 9 identical thereto, be registered or reserved by another
 
10 corporation, partnership, [or] limited liability company, or
 
11 limited liability partnership, or should such name or a name
 
12 substantially identical thereto be registered as a trade name,
 
13 trademark, or service mark, then reinstatement shall be allowed
 
14 only upon the registration of a new name by the [involuntarily
 
15 canceled] limited partnership pursuant to the amendment
 
16 provisions of this chapter."
 
17      SECTION 30.  Section 425D-904, Hawaii Revised Statutes, is
 
18 amended by amending subsection (a) to read as follows:
 
19      "(a)  No registration for a foreign limited partnership
 
20 shall be accepted by the director if the name of such foreign
 
21 limited partnership:
 
22      (1)  Is the same as, or substantially identical to, the name
 
23           of any domestic [or foreign] corporation, domestic
 

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

 
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 1      (2)  Is not transliterated into letters of the English
 
 2           alphabet, if the name is not in English."
 
 3      SECTION 31.  Section 428-105, Hawaii Revised Statutes, is
 
 4 amended by amending subsection (b) to read as follows:
 
 5      "(b)  Except as authorized by subsections (c) and (d), the
 
 6 name of a limited liability company must not be the same as, or
 
 7 substantially identical to:
 
 8      (1)  The name of any corporation, partnership, [or] limited
 
 9           liability company, or limited liability partnership
 
10           existing under the laws of this State;
 
11      (2)  The name of any foreign corporation, foreign
 
12           partnership, [or] foreign limited liability company, or
 
13           foreign limited liability partnership authorized to
 
14           transact business in this State;
 
15      (3)  A name the exclusive right to which is reserved under
 
16           the laws of this State;
 
17      (4)  A fictitious name approved under section 428-1005 for a
 
18           foreign limited liability company authorized to
 
19           transact business in this State because its real name
 
20           is unavailable; or
 
21      (5)  Any trade name, service mark, or trademark registered
 
22           in this State."
 

 
 
 
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 1      SECTION 32.  Section 428-905, Hawaii Revised Statutes, is
 
 2 amended by amending subsection (a) to read as follows:
 
 3      "(a)  After approval of the plan of merger under section
 
 4 428-904(c) and compliance with section 428-908, if applicable,
 
 5 unless the merger is abandoned under section 428-904(d), articles
 
 6 of merger shall be signed on behalf of each limited liability
 
 7 company and each other entity that is a party to the merger and
 
 8 delivered to the director for filing.  The articles shall set
 
 9 forth and contain:
 
10      (1)  The name and jurisdiction of formation or organization
 
11           of each of the entities that are parties to the merger;
 
12     [(2)  The plan of merger;
 
13      (3)] (2)  A statement[, signed by each entity that is a
 
14           party to the merger,] that the plan of merger was
 
15           approved[;] by each entity that is a party to the
 
16           merger;
 
17     [(4)] (3)  As to each entity, the total authorized votes and
 
18           the number voted for and against the plan;
 
19     [(5)] (4)  The name and address of the surviving company;
 
20     [(6)] (5)  The effective date and time of the merger, which
 
21           shall be not earlier than the date and time of filing
 
22           of the articles of merger and not later than thirty
 
23           days after the filing of the articles of merger;
 

 
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 1     [(7)] (6)  If the surviving entity is a foreign limited
 
 2           liability company, it shall file with the director:
 
 3           (A)  An agreement that the surviving entity may be
 
 4                served with process in this State in any action or
 
 5                proceeding for the enforcement of any liability or
 
 6                obligation of any entity previously subject to
 
 7                suit in this State which is to merge;
 
 8           (B)  An irrevocable appointment of a resident of this
 
 9                State including the street address, as its agent
 
10                to accept service of process in any such
 
11                proceeding; and
 
12           (C)  An agreement for the enforcement, as provided in
 
13                this chapter, of the right of any dissenting
 
14                member, shareholder or partner to receive payment
 
15                for their interest against the surviving entity;
 
16           and
 
17     [(8)] (7)  A statement of compliance with section 428-908, if
 
18           applicable."
 
19      SECTION 33.  Section 428-1005, Hawaii Revised Statutes, is
 
20 amended by amending subsection (b) to read as follows:
 
21      "(b)  Except as authorized by subsections (c) and (d), the
 
22 name, including a fictitious name, of a foreign limited liability
 
23 company shall not be the same as or substantially identical to:
 

 
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 1      (1)  The name of any corporation, partnership, [or] limited
 
 2           liability company, or limited liability partnership
 
 3           existing under the laws of this State;
 
 4      (2)  The name of 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;
 
 8      (3)  A name, the exclusive right to which is reserved under
 
 9           the laws of this State;
 
10      (4)  The fictitious name of another foreign limited
 
11           liability company authorized to transact business in
 
12           this State; or
 
13      (5)  Any trade name, service mark, or trademark registered
 
14           in this State."
 
15      SECTION 34.  Section 482-4, Hawaii Revised Statutes, is
 
16 amended by amending subsection (a) to read as follows:
 
17      "(a)  It shall be unlawful for any person to adopt or use a
 
18 print, label, trademark, service mark, or trade name which is
 
19 identical to or confusingly similar with any registered print,
 
20 label, trademark, service mark, or trade name, or the name of any
 
21 partnership, corporation, [or] limited liability company, or
 
22 limited liability partnership registered in accordance with the
 
23 laws on partnerships, corporations, [or] limited liability
 
24 companies[.], or limited liability partnerships."
 

 
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 1      SECTION 35. Statutory material to be repealed is bracketed.
 
 2 New statutory material is underscored.
 
 3      SECTION 36. This Act shall take effect upon its approval;
 
 4 provided that:
 
 5      (1)  Sections 11, 15, 21, 24, 26, and 19 shall take effect
 
 6           on July 1, 1999;
 
 7      (2)  Any corporation, professional corporation, or nonprofit
 
 8           corporation involuntarily dissolved prior to July 1,
 
 9           1999, may be reinstated within ninety days, pursuant to
 
10           the requirements, other than the two-year requirement,
 
11           of sections 415-95, 415A-18, or 415B-98, hawaii Revised
 
12           Statutes (HRS), respectively; and
 
13      (3)  Any general partnership, domestic or foreign limited
 
14           liability partnership, or certificate of limited
 
15           partnership involuntarily cancelled prior to July 1,
 
16           1999, may be reinstated within ninety days, pursuant to
 
17           the requirements, other than the two-year requirement,
 
18           of section 425-14, 425-171, or 425D-203.6, HRS,
 
19           respectively.