Honolulu, Hawaii
                                                     , 1999

                                   RE:  S.B. No. 1140
                                        S.D. 1

Honorable Norman Mizuguchi
President of the Senate
Twentieth State Legislature
Regular Session of 1999
State of Hawaii


     Your Committee on Commerce and Consumer Protection, to which
was referred S.B. No. 1140 entitled: 


begs leave to report as follows:

     The purpose of this measure is to clarify and update the
State's business registration laws.

     The Department of Commerce and Consumer Affairs presented
testimony in support of the measure.  The Business Law Section of
the Hawaii State Bar Association and two individuals, though not
present, submitted written testimony in support of the measure.

     The changes to the State's business registration laws
effected by this measure will simplify the business registration
process in the State and promote Hawaii as a favorable place to
form and register businesses.  Specifically, the measure would:

     (1)  Eliminate the requirement that at least one member of
          the board of directors for a corporation be a resident
          of the State;

     (2)  Require that corporations without a Hawaii resident
          director have a registered office and agent in the

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     (3)  Require that a corporation include in its articles of
          incorporation and annual reports the address of its
          registered office and the name of its registered agent;

     (4)  Extend the time for corporations and partnerships to
          become reinstated from 90 days to 2 years from the date
          the corporation was involuntarily dissolved or the
          partnership's registration statement or certificate was
          cancelled; and

     (5)  Ease certain requirements for amending articles of
          incorporation that will expedite the process of such

     Additionally, changes were made to the filing requirements
for mergers and consolidations.

     This measure also makes similar changes to chapter 415B,
Hawaii Revised Statutes, which governs nonprofit corporations.  A
new section has also been added affirming that a nonprofit
corporation can amend and restate its articles of incorporation
at any time and specifies the procedure to do so.

     Your Committee has made technical, nonsubstantive amendments
to this measure for purposes of style, clarity, and consistency.

     As affirmed by the record of votes of the members of your
Committee on Commerce and Consumer Protection that is attached to
this report, your Committee is in accord with the intent and
purpose of S.B. No. 1140, as amended herein, and recommends that
it pass Second Reading in the form attached hereto as S.B.
No. 1140, S.D. 1, and be referred to the Committee on Ways and

                                   Respectfully submitted on
                                   behalf of the members of the
                                   Committee on Commerce and
                                   Consumer Protection,

                                   BRIAN KANNO, Co-Chair

                                   BRIAN T. TANIGUCHI, Co-Chair

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