REPORT TITLE:
Limited Liability Partnerships


DESCRIPTION:
Conforms laws governing limited liability partnerships to the
Revised Uniform Partnership Act and current business practices.
Repeals insurance and financial responsibility requirements and
the prohibition against the formation of LLPs by attorneys.
(SD1)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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HOUSE OF REPRESENTATIVES                H.B. NO.           H.D. 1
TWENTIETH LEGISLATURE, 2000                                S.D. 1
STATE OF HAWAII                                            C.D. 1
                                                             
________________________________________________________________
________________________________________________________________


                   A  BILL  FOR  AN  ACT

RELATING TO LIMITED LIABILITY PARTNERSHIPS.



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

 1      SECTION 1.  Chapter 425, Hawaii Revised Statutes, is amended
 
 2 by adding a new subpart to part IV, to be appropriately
 
 3 designated and to read as follows:
 
 4                  "LIMITED LIABILITY PARTNERSHIPS
 
 5      425-A  Name.  The name of a limited liability partnership
 
 6 shall end with "Registered Limited Liability Partnership",
 
 7 "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or
 
 8 "LLP".
 
 9      425-B  Limited liability partnerships; formation.(a)  A
 
10 partnership may become a limited liability partnership if the
 
11 partnership:
 
12      (1)  Obtains the partnership's approval of the terms and
 
13           conditions upon which the partnership shall become a
 
14           limited liability partnership;
 
15      (2)  Files a registration statement with the director
 
16           pursuant to part I, either prior to, or simultaneously
 
17           with the filing of a statement of qualification as
 
18           provided by this subpart; and
 
19      (3)  Is in good standing pursuant to part I.
 

 
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 1      (b)  The terms and conditions upon which a partnership
 
 2 becomes a limited liability partnership shall be approved by the
 
 3 vote necessary to amend the partnership agreement; provided that
 
 4 where a partnership agreement specifies the vote necessary to
 
 5 amend provisions of the partnership agreement controlling
 
 6 obligations to contribute to the partnership, approval shall be
 
 7 by the vote necessary to amend those provisions.
 
 8      (c)  The filing of a statement of qualification pursuant to
 
 9 this subpart establishes that a partnership has satisfied all
 
10 conditions precedent to qualification of the partnership as a
 
11 limited liability partnership.
 
12      425-C  Statement of qualification.(a)  A statement of
 
13 qualification shall contain:
 
14      (1)  The name of the partnership;
 
15      (2)  The street address of the partnership's chief executive
 
16           office and, if different, the street address of an
 
17           office in this State, if any;
 
18      (3)  If the partnership does not have an office in this
 
19           State, the name and street address of the partnership's
 
20           agent for service of process; and
 
21      (4)  A statement that the partnership elects to be a limited
 
22           liability partnership.
 

 
 
 
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 1      (b)  The agent of a limited liability partnership for
 
 2 service of process shall be an individual who is a resident of
 
 3 this State or other person qualified or registered with the
 
 4 director to do business in this State.
 
 5      425-D  Amendment of statement of qualification.(a)  If
 
 6 any statement in the statement of qualification was false when
 
 7 made, or any arrangement of other facts described have changed,
 
 8 making the statement inaccurate in any material respect, the
 
 9 limited liability partnership, within thirty days after it
 
10 becomes aware of the inaccuracy, shall file with the director a
 
11 statement certified and signed by a partner, correcting the
 
12 statement of qualification.  No person shall have any liability
 
13 resulting from a failure to file an amendment to a statement of
 
14 qualification pursuant to this subsection.
 
15      (b)  A statement of qualification may be amended at any time
 
16 for any proper purpose determined by the partners.
 
17      (c)  A statement of qualification shall be amended by
 
18 delivering a statement of amendment of limited liability
 
19 partnership to the director for filing.  The statement of
 
20 amendment shall set forth:
 
21      (1)  The name of the limited liability partnership;
 
22      (2)  The date on which the limited liability partnership's
 
23           statement of qualification was filed; and
 
24      (3)  The amendment to the statement of qualification.
 

 
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 1      (d)  A restated statement of qualification may be executed
 
 2 and filed in the same manner as a statement of amendment.  The
 
 3 restated statement shall set forth all of the operative
 
 4 provisions of the statement as amended.
 
 5      (e)  An amendment to a statement of qualification or
 
 6 restated statement of qualification shall be effective when
 
 7 filed.
 
 8      425-E  Status as limited liability partnership;
 
 9 cancellation.(a)  The status of a partnership as a limited
 
10 liability partnership shall be effective upon the filing of the
 
11 statement of qualification.
 
12      (b)  Status as a limited liability partnership shall
 
13 continue, regardless of changes in the partnership, until
 
14 canceled pursuant to section 425-14 or revoked pursuant to 425-N.
 
15 Cancellation of a statement of qualification is effective upon
 
16 filing.
 
17      (c)  The status of a partnership as a limited liability
 
18 partnership and the liability of its partners shall not be
 
19 affected by errors in or amendments made to the information
 
20 required to be contained in the statement of qualification under
 
21 section 425-C.
 
22      425-F  Foreign limited liability partnerships.(a)  Before
 
23 transacting business in this State, a foreign limited liability
 

 
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 1 partnership shall register pursuant to part I of this chapter and
 
 2 file a statement of foreign qualification with the director.
 
 3      (b)  A foreign limited liability partnership shall not be
 
 4 denied a statement of foreign qualification by reason of any
 
 5 difference between the law under which the partnership was formed
 
 6 and the law of this State.
 
 7      425-G  Law governing foreign limited liability partnership.
 
 8 (a)  The law under which a foreign limited liability partnership
 
 9 is formed shall govern relations among the partners, between the
 
10 partners and the partnership, and the liability of partners for
 
11 obligations of the partnership.
 
12      (b)  A statement of foreign qualification shall not be
 
13 construed to authorize a foreign limited liability partnership to
 
14 engage in any business or exercise any power prohibited to a
 
15 limited liability partnership in this State.
 
16      425-H  Statement of foreign qualification.(a)  A
 
17 statement of foreign qualification shall contain:
 
18      (1)  The name of the foreign limited liability partnership,
 
19           which name complies with:
 
20           (A)  The law of the state or other jurisdiction under
 
21                which the foreign limited liability partnership is
 
22                formed; and
 
23           (B)  Section 425-C;
 

 
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 1      (2)  The street address of the partnership's chief executive
 
 2           office and, if different, the street address of an
 
 3           office of the partnership in this State, if any;
 
 4      (3)  The name and street address of the partnership's agent
 
 5           for service of process; and
 
 6      (4)  The total number of partners on the date the statement
 
 7           is filed.
 
 8      (b)  The agent of a foreign limited liability partnership
 
 9 for service of process shall be an individual who is a resident
 
10 of this State or other person qualified or registered with the
 
11 director to do business in the State.
 
12      425-I  Amendment of statement of foreign qualification.  If
 
13 any statement in the statement of foreign qualification was false
 
14 when made or any arrangement of other facts described have
 
15 changed making the statement inaccurate in any material respect,
 
16 the foreign limited liability partnership, within thirty days
 
17 after it becomes aware of the inaccuracy, shall file with the
 
18 director a statement, certified and signed by a partner,
 
19 correcting the statement of foreign qualification.  No person
 
20 shall have any liability resulting from a failure to file an
 
21 amendment to a restatement of foreign qualification pursuant to
 
22 this subsection.
 

 
 
 
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 1      (b)  A statement of foreign qualification may be amended at
 
 2 any time for any purpose determined by the partners.
 
 3      (c)  A statement of foreign qualification shall be amended
 
 4 by delivering a statement of amendment of foreign limited
 
 5 liability partnership to the director for filing.  The statement
 
 6 shall set forth:
 
 7      (1)  The name of the foreign limited liability partnership;
 
 8      (2)  The date on which the foreign limited liability
 
 9           partnership and statement of foreign qualification was
 
10           filed; and
 
11      (3)  The amendment to the statement of foreign
 
12           qualification.
 
13      (d)  A restated statement of foreign qualification may be
 
14 executed and filed in the same manner as a statement of
 
15 amendment.  The restated statement shall set forth all of the
 
16 operative provisions of the statement as amended.
 
17      (e)  The amendment to a statement of foreign qualification
 
18 or restated statement of foreign qualification shall be effective
 
19 when filed.
 
20      425-J  Status as qualified foreign limited liability
 
21 partnership; cancellation.(a)  The status of a partnership as a
 
22 qualified foreign limited liability partnership shall be
 
23 effective upon the filing of the statement of foreign
 
24 qualification.
 

 
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 1      (b)  Status as a qualified foreign limited liability
 
 2 partnership shall continue, regardless of changes in the
 
 3 partnership, until canceled pursuant to section 425-14 or revoked
 
 4 pursuant to section 425-N.  Cancellation of a statement of
 
 5 foreign qualification is effective when it is filed.
 
 6      (c)  The status of a partnership as a foreign limited
 
 7 liability partnership and the liability of its partners shall not
 
 8 be affected by errors in or amendments made to the information
 
 9 required to be contained in the statement of foreign
 
10 qualification under section 425-H.
 
11      425-K  Foreign limited liability partnerships; effect of
 
12 failure to qualify.(a)  A foreign limited liability partnership
 
13 engaged in the transaction of business in this State shall not
 
14 maintain an action or proceeding in this State unless it has in
 
15 effect a statement of foreign qualification.
 
16      (b)  The failure of a foreign limited liability partnership
 
17 to have in effect a statement of foreign qualification shall not
 
18 impair the validity of a contract or act of the foreign limited
 
19 liability partnership or preclude it from defending an action or
 
20 proceeding in this State.
 
21      (c)  A limitation on personal liability of a partner is not
 
22 waived solely by the transaction of business in this State
 
23 without a statement of foreign qualification.
 

 
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 1      (d)  If a foreign limited liability partnership transacts
 
 2 business in this State without a statement of foreign
 
 3 qualification, the director shall be its agent for service of
 
 4 process with respect to a right of action arising out of a
 
 5 business transaction in this State.
 
 6      425-L  Foreign limited liability partnerships; activities
 
 7 not constituting the transaction of business.  (a)  Activities of
 
 8 a foreign limited liability partnership that do not constitute
 
 9 the transaction of business for the purpose of this subpart
 
10 include:
 
11      (1)  Maintaining, defending, or settling an action or
 
12           proceeding;
 
13      (2)  Holding meetings of its partners or carrying on any
 
14           other activity concerning its affairs;
 
15      (3)  Maintaining bank accounts;
 
16      (4)  Maintaining offices or agencies for the transfer,
 
17           exchange, and registration of the partnership's own
 
18           securities, or maintaining trustees or depositories
 
19           with respect to those securities;
 
20      (5)  Selling through independent contractors;
 
21      (6)  Soliciting or obtaining orders, whether by mail or
 
22           through employees, agents, or otherwise, if the orders
 
23           require acceptance outside this State before they
 
24           become contracts;
 

 
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 1      (7)  Creating or acquiring indebtedness, with or without a
 
 2           mortgage, or other security interest in property;
 
 3      (8)  Collecting debts or foreclosing mortgages or other
 
 4           security interests in property securing the debts, and
 
 5           holding, protecting, and maintaining property so
 
 6           acquired;
 
 7      (9)  Conducting an isolated transaction that is completed
 
 8           within thirty days and is not one in the course of
 
 9           similar transactions; and
 
10     (10)  Transacting business in interstate commerce.
 
11      (b)  For purposes of this subpart, the ownership in this
 
12 State of income-producing real property or income-producing
 
13 tangible personal property, other than property excluded under
 
14 subsection (a), constitutes the transaction of business in this
 
15 State.
 
16      (c)  This section shall not apply to a determination of
 
17 contracts or activities that may subject a foreign limited
 
18 liability partnership to service of process, taxation, or
 
19 regulation under any other law of this State.
 
20      425-M  Annual reports.(a)  Every limited liability
 
21 partnership and foreign limited liability partnership authorized
 
22 to transact business in this State shall file an annual report in
 
23 the office of the director that contains:
 

 
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 1      (1)  The name of the limited liability partnership or
 
 2           foreign limited liability partnership;
 
 3      (2)  In the case of a foreign limited liability partnership,
 
 4           the state or other jurisdiction under whose laws the
 
 5           foreign limited liability partnership is formed;
 
 6      (3)  The street address of the partnership's chief executive
 
 7           office and, if different, the street address of an
 
 8           office of the partnership in this State, if any; and
 
 9      (4)  If the partnership does not have an office in this
 
10           State, the name and street address of the partnership's
 
11           current agent for service of process.
 
12      (b)  An annual report as of the preceding December 31 shall
 
13 be filed on or before March 31 of each year following the
 
14 calendar year in which a limited liability partnership files a
 
15 statement of qualification or a foreign limited liability
 
16 partnership becomes authorized to transact business in this
 
17 State.
 
18      425-N  Revocation of statement of qualification.  (a)  The
 
19 director may revoke the statement of qualification of a limited
 
20 liability partnership or statement of foreign qualification of a
 
21 foreign limited liability partnership that fails to file an
 
22 annual report for a period of two years or fails to pay the
 
23 required filing fee.  The director shall provide the partnership
 

 
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 1 at least sixty days written notice of intent to revoke the
 
 2 statement.  The notice shall be mailed to the partnership at its
 
 3 last known address appearing in the records of the director.  The
 
 4 notice shall specify the annual report that has not been filed or
 
 5 the fee that has not been paid, and the effective date of the
 
 6 revocation.  The revocation shall not be effective if the
 
 7 specified annual report is filed and the specified fee is paid
 
 8 before the effective date of the revocation.
 
 9      (b)  Revocation under subsection (a) shall only affect a
 
10 partnership's status as a limited liability partnership or
 
11 foreign limited liability partnership and shall not be deemed an
 
12 event of dissolution of the partnership.
 
13      (c)  A partnership whose statement of qualification or
 
14 statement of foreign qualification has been revoked may apply to
 
15 the director for reinstatement within two years after the
 
16 effective date of the revocation.  The application shall state:
 
17      (1)  The name of the partnership and the effective date of
 
18           the revocation; and
 
19      (2)  That the ground for revocation either did not exist or
 
20           has been corrected.
 
21      (d)  A reinstatement under subsection (c) shall relate back
 
22 to and take effect as of the effective date of the revocation,
 
23 and the partnership's status as a limited liability partnership
 

 
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 1 or foreign limited liability partnership shall continue upon
 
 2 reinstatement as if the revocation had never occurred.
 
 3      425-O  Execution of statements.  Each statement or document
 
 4 required by this subpart to be filed with the director shall be
 
 5 signed and certified by at least one partner.
 
 6      425-P  Filing requirements; filing duty of the director.
 
 7 (a)  A document shall satisfy the requirements of this subpart to
 
 8 be entitled to filing by the director.
 
 9      (b)  A document shall contain the information required by
 
10 this subpart and may contain additional information.
 
11      (c)  If the director has prescribed a mandatory form for the
 
12 document, the document shall be in or on the prescribed form.
 
13      (d)  The director's duty to file documents under this
 
14 subpart is ministerial.  The filing or refusal to file a document
 
15 shall not:
 
16      (1)  Affect the validity or invalidity of the document in
 
17           whole or part;
 
18      (2)  Relate to the correctness or incorrectness of
 
19           information contained in the document; or
 
20      (3)  Create a presumption that the documentation is valid or
 
21           invalid, or the information contained in the document
 
22           is correct or incorrect.
 

 
 
 
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 1      425-Q  Correction of filed documents.(a)  A limited
 
 2 liability partnership or foreign limited liability partnership
 
 3 may correct a document filed with the director if the document:
 
 4      (1)  Contains an incorrect statement; or
 
 5      (2)  Was defectively executed, attested, sealed, verified,
 
 6           or acknowledged.
 
 7      (b)  To correct a document, a limited liability partnership
 
 8 or foreign limited liability partnership shall prepare and
 
 9 deliver to the director for filing, a certificate of correction
 
10 that:
 
11      (1)  Identifies the document, including its filing date, or
 
12           includes a copy of the document to be corrected,
 
13           attached to the certificate;
 
14      (2)  Identifies the incorrect statement, if any;
 
15      (3)  Explains why the incorrect statement, if any, is
 
16           incorrect, or describes the manner in which execution
 
17           of the document was defective; and
 
18      (4)  Corrects the incorrect statement or defective
 
19           execution.
 
20      (c)  A certificate of correction is effective retroactive to
 
21 the effective date of the document corrected except as to persons
 
22 relying on the uncorrected document and adversely affected by the
 
23 correction, as to which persons, a certificate of correction is
 
24 effective from the time of filing.
 

 
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 1      425-R  Fee for recording.(a)  The director shall collect
 
 2 the following fees for documents filed under this subpart:
 
 3      (1)  For each annual report filed, a fee of $50;
 
 4      (2)  For each statement of qualification of limited
 
 5           liability partnership, a fee of $100 for each partner,
 
 6           subject to a maximum fee of $10,000;
 
 7      (3)  For each statement of foreign qualification of limited
 
 8           liability partnership, a fee of $1,000 if the
 
 9           partnership has fewer than ten partners; $5,000 if the
 
10           partnership has ten or more but fewer than fifty
 
11           partners; and $10,000 if the partnership has fifty or
 
12           more partners;
 
13      (4)  For each certificate of correction or statement of
 
14           amendment, a fee of $100;
 
15      (5)  For each certificate of good standing, a fee of $100;
 
16      (6)  For review of articles of conversion, a fee of $200;
 
17      (7)  For any other certificate, statement, or document, a
 
18           fee of $100; and
 
19      (8)  For each certification of domestic or foreign
 
20           partnership, a fee of $100.
 
21      (b)  The following special handling fees shall be assessed
 
22 by the director for expeditious handling and review of the
 
23 following documents:
 

 
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 1      (1)  For limited liability partnerships:
 
 2           (A)  Statement of qualification of limited liability
 
 3                partnership, $100;
 
 4           (B)  Certificate of correction, $100;
 
 5           (C)  Statement of amendment of limited liability
 
 6                partnership, $100;
 
 7           (D)  Annual report, $100;
 
 8           (E)  Certification of limited liability partnership, $1
 
 9                a page;
 
10           (F)  Certificate of good standing, $100; and
 
11           (G)  Articles of conversion, $150;
 
12      (2)  For foreign limited liability partnerships:
 
13           (A)  Statement of foreign qualification of limited
 
14                liability partnership, $100;
 
15           (B)  Certificate of correction, $100;
 
16           (C)  Statement of amendment of foreign limited
 
17                liability partnership, $100;
 
18           (D)  Annual report, $100;
 
19           (E)  Certification of foreign partnership, $1 a page;
 
20           (F)  Certificate of good standing, $100; and
 
21           (G)  Articles of conversion, $150; and
 
22      (3)  For any other certificate or document authorized by
 
23           this subpart, $100.
 

 
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 1      (c)  All fees collected under this section shall be managed
 
 2 in accordance with section 26-9(l).
 
 3      425-S  Revocation if instrument dishonored.  The director
 
 4 may revoke the filing of a document filed under this subpart if
 
 5 the director determines that the filing fee for the document was
 
 6 paid by an instrument that was dishonored when presented by the
 
 7 State for payment.  Documents revoked under this section shall be
 
 8 returned and notice of revocation shall be given to the filing
 
 9 party by regular mail.  Failure to give or receive the notice
 
10 shall not invalidate revocation under this section.  Revocation
 
11 of a filing under this section shall not affect an earlier
 
12 filing.
 
13      425-T  Record of statements.  The director shall keep books
 
14 or files in which shall be recorded the information required by
 
15 this subpart to be filed with the director.  The books or files
 
16 shall be open to public inspection.
 
17      425-U  Action by director.  The director may maintain an
 
18 action to restrain a foreign limited liability partnership from
 
19 transacting business in this State in violation of this subpart.
 
20      425-V  Personal liability and penalty.(a)  Each partner
 
21 of a partnership that neglects or fails to substantially comply
 
22 with any provision of this subpart shall severally forfeit to the
 
23 State $25 for each and every month while the default continues,
 

 
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 1 to be recovered by action brought in the name of the State by the
 
 2 director; provided that the director, for good cause shown, may
 
 3 reduce or waive the same.
 
 4      (b)  Any person who signs or certifies as correct any
 
 5 statement or certificate filed pursuant to this subpart, or who
 
 6 presents any statement or certificate for filing, knowing that
 
 7 the statement or certificate is false in any material respect and
 
 8 with the intent to deceive or defraud, shall be guilty of a class
 
 9 C felony.
 
10      (c)  Any person who negligently, but without intent to
 
11 deceive or defraud, signs or certifies as correct any statement
 
12 or certificate filed pursuant to this subpart, that is in fact
 
13 false, shall be subject to a civil fine not to exceed $500.
 
14      425-W  Transition rules for limited liability partnerships
 
15 and foreign limited liability partnerships under prior law.(a)
 
16 All entities that were limited liability partnerships registered
 
17 under the law in effect on the date preceding the effective date
 
18 of this subpart, shall be converted into and be deemed
 
19 partnerships that have registered under part I and filed a
 
20 statement of qualification of limited liability partnership
 
21 pursuant to this subpart.
 
22      (b)  All entities that were foreign limited liability
 
23 partnerships registered under the law in effect on the date
 

 
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 1 preceding the effective date of this subpart, shall be converted
 
 2 into and be deemed foreign limited liability partnerships that
 
 3 have registered under part I and filed a statement of foreign
 
 4 qualification pursuant to this subpart."
 
 5      SECTION 2.  Chapter 425, Hawaii Revised Statutes, is amended
 
 6 by adding a new part to be appropriately designated and to read
 
 7 as follows:
 
 8                              "PART
 
 9                     MISCELLANEOUS PROVISIONS
 
10      425-AA  Uniformity of application and construction.  This
 
11 chapter shall be applied and construed to effectuate its general
 
12 purpose to make uniform the law with respect to the subject of
 
13 this chapter among states enacting it.
 
14      425-BB  Short title.  This chapter may be cited as the
 
15 Uniform Partnership Act (1977)."
 
16      SECTION 3.  Section 425-101, Hawaii Revised Statutes, is
 
17 amended as follows:
 
18      1.  By amending the definition of "limited liability
 
19 partnership" to read:
 
20      ""Limited liability partnership" means a partnership that
 
21 has filed a [certificate of limited liability partnership under
 
22 section 425-153] statement of qualification under section 425-B
 
23 and does not have a similar statement in effect in any other
 
24 jurisdiction."
 

 
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 1      2.  By amending the definition of "statement" to read:
 
 2      ""Statement" means a registration or annual statement filed
 
 3 under section 425-1, a statement of correction filed under
 
 4 section 425-1.7, a statement of change filed under section 425-7,
 
 5 a statement of dissolution filed under section 425-9, a statement
 
 6 of denial filed under section 425-115, a statement of
 
 7 dissociation filed under section 425-136, a statement of
 
 8 qualification under section 425-C, a statement of foreign
 
 9 qualification under section 425-H, an amendment, or any other
 
10 document filed under this chapter."
 
11      SECTION 4.  Section 425-103, Hawaii Revised Statutes, is
 
12 amended by amending subsection (b) to read as follows:
 
13      "(b)  The partnership agreement shall not:
 
14      (1)  Vary the rights and duties under section 425-105 except
 
15           to eliminate the duty to provide copies of statements
 
16           to all of the partners;
 
17      (2)  Unreasonably restrict the right of access to books and
 
18           records under section 425-122(b);
 
19      (3)  Eliminate the duty of loyalty under section 425-123(b)
 
20           or 425-132(b)(3), but:
 
21           (A)  The partnership agreement may identify specific
 
22                types or categories of activities that do not
 
23                violate the duty of loyalty, if not manifestly
 
24                unreasonable; or
 

 
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 1           (B)  All of the partners or a number or percentage
 
 2                specified in the partnership agreement may
 
 3                authorize or ratify, after full disclosure of all
 
 4                material facts, a specific act or transaction that
 
 5                otherwise would violate the duty of loyalty;
 
 6      (4)  Unreasonably reduce the duty of care under section
 
 7           425-123(c) or 425-132(b)(3);
 
 8      (5)  Eliminate the obligation of good faith and fair dealing
 
 9           under section 425-123(d), but the partnership agreement
 
10           may prescribe the standards by which the performance of
 
11           the obligation is to be measured, if the standards are
 
12           not manifestly unreasonable;
 
13      (6)  Vary the power to dissociate as a partner under section
 
14           425-131(a), except to require the notice under section
 
15           425-130(1) to be in writing;
 
16      (7)  Vary the right of a court to expel a partner in the
 
17           events specified in section 425-130(5);
 
18      (8)  Vary the requirement to wind up the partnership
 
19           business in cases specified in section 425-138(4), (5),
 
20           or (6); or
 
21      (9)  [Vary the law applicable to a limited liability
 
22           partnership under section 425-161; or
 
23     (10)] Restrict rights of third parties under this part."
 

 
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 1      SECTION 5.  Section 425-106, Hawaii Revised Statutes, is
 
 2 amended to read as follows:
 
 3      "425-106  Governing law.  [Except as otherwise provided in
 
 4 section 425-161, the] The law of the jurisdiction in which a
 
 5 partnership has its chief executive office governs relations
 
 6 among the partners and between the partners and the partnership."
 
 7      SECTION 6.  Section 425-108, Hawaii Revised Statutes, is
 
 8 amended by amending subsection (b) to read as follows:
 
 9      "(b)  A limited liability partnership continues to be the
 
10 same entity that existed before the filing of a [certificate of
 
11 limited liability partnership] statement of qualification under
 
12 section [425-153] 425-C."
 
13      SECTION 7.  Section 425-145, Hawaii Revised Statutes, is
 
14 repealed.
 
15                    ["MISCELLANEOUS PROVISIONS
 
16      425-145  Short title.  This part may be cited as the
 
17 Uniform Partnership Act."]
 
18      SECTION 8.  Chapter 425, part V, Hawaii Revised Statutes, is
 
19 repealed.
 
20      SECTION 9.  If any provision of this chapter or its
 
21 application to any person or circumstance is held invalid, the
 
22 invalidity does not affect other provisions or applications of
 
23 this chapter which can be given effect without the invalid
 

 
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                                                        S.D. 1
                                                        C.D. 1


 1 provision or application, and to this end the provisions of this
 
 2 chapter are severable.
 
 3      SECTION 10.  This Act does not affect rights and duties that
 
 4 matured, penalties that were incurred, and proceedings that were
 
 5 begun, before its effective date.
 
 6      SECTION 11.  Statutory material to be repealed is bracketed.
 
 7 New statutory material is underscored.
 
 8      SECTION 12.  In codifying the new subpart and part added to
 
 9 chapter 425, Hawaii Revised Statutes, by sections 1 and 2 of this
 
10 Act, and references to new sections in sections 3 and 6 of this
 
11 Act, the revisor of statutes shall substitute appropriate section
 
12 numbers for the letters used in the designation of new sections.
 
13      SECTION 13.  This Act shall take effect on July 1, 2000.