REPORT TITLE:
Business Registration


DESCRIPTION:
Makes Hawaii's laws governing business registration requirements
and procedures more consistent with the laws of other states.
(SD1)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                        2483
HOUSE OF REPRESENTATIVES                H.B. NO.           H.D. 1
TWENTIETH LEGISLATURE, 2000                                S.D. 1
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 428, Hawaii Revised Statutes, is amended
 
 2 by adding a new section to be appropriately designated and to
 
 3 read as follows:
 
 4      "428-    Restated articles of organization.  (a)  A limited
 
 5 liability company may at any time restate its articles of
 
 6 organization as amended.
 
 7      (b)  The restated articles of organization shall set forth
 
 8 all of the operative provisions of the articles of organization
 
 9 as amended, together with a statement that the restated articles
 
10 of organization correctly set forth without change the
 
11 corresponding provisions of the articles of organization as
 
12 amended, and that the restated articles of organization supersede
 
13 the original articles of organization and all amendments thereto.
 
14      (c)  The restated articles of organization shall be
 
15 delivered to the director for filing.  The director may certify
 
16 the restated articles of organization currently in effect,
 
17 without including the information required to be filed by
 
18 subsection (b)."
 
19      SECTION 2.  Section 415-8, Hawaii Revised Statutes, is
 

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

 
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 1                registered name to use the same or substantially
 
 2                identical name, and one or more words are added to
 
 3                make the name distinguishable from the other name;
 
 4                or
 
 5           (B)  A certified copy of a final decree of a court of
 
 6                competent jurisdiction establishing the prior
 
 7                right of the applicant to the use of the name in
 
 8                this State."
 
 9      SECTION 3.  Section 415-10, Hawaii Revised Statutes, is
 
10 amended by amending subsection (a) to read as follows:
 
11      "(a)  Except as provided in this section, each corporation
 
12 shall continuously maintain in [the] this State:
 
13      (1)  A registered office that may be the same as any of its
 
14           places of business; and
 
15      (2)  A registered agent who shall be:
 
16           (A)  An individual who resides in [the] this State and
 
17                whose business office is identical to the
 
18                registered office;
 
19           (B)  A domestic corporation or not-for-profit domestic
 
20                corporation whose business office is identical to
 
21                the registered office; or
 
22           (C)  A foreign corporation or not-for-profit foreign
 
23                corporation authorized to transact business in
 

 
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 1                [the] this State whose business office is
 
 2                identical to the registered office."
 
 3      SECTION 4.  Section 415-11, Hawaii Revised Statutes, is
 
 4 amended by amending subsection (a) to read as follows:
 
 5      "(a)  A corporation may change its registered office or
 
 6 registered agent by delivering to the director for filing a
 
 7 statement of change that sets forth:
 
 8      (1)  The name of the corporation;
 
 9      (2)  The street address of its current registered office;
 
10      (3)  If the current registered office is to be changed, the
 
11           street address of the new registered office;
 
12      (4)  The name of its current registered agent;
 
13      (5)  If the current registered agent is to be changed, the
 
14           name of the new registered agent [and the new agent's
 
15           written consent to the appointment.  This consent may
 
16           be indicated on or attached to the statement of
 
17           change]; and
 
18      (6)  That after the change or changes are made, the street
 
19           addresses of its registered office and the business
 
20           office of its registered agent shall be identical."
 
21      SECTION 5.  Section 415-12, Hawaii Revised Statutes, is
 
22 amended by amending subsection (c) to read as follows:
 
23      "(c)  The [agency] appointment of the agent shall be
 

 
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 1 terminated, and the registered office discontinued if so
 
 2 provided, thirty-one days after the date on which the statement
 
 3 was filed."
 
 4      SECTION 6.  Section 415-14, Hawaii Revised Statutes, is
 
 5 amended to read as follows:
 
 6      "415-14  Service of process on corporation.  (a)  Service
 
 7 of any notice or process authorized by law issued against any
 
 8 corporation, whether domestic or foreign, by any court, judicial
 
 9 or administrative officer, or board, may be made in the manner
 
10 provided by law upon any registered agent, officer, or director
 
11 of the corporation who is found within the jurisdiction of the
 
12 court, officer, or board; or if any registered agent, officer, or
 
13 director cannot be found, upon the manager or superintendent of
 
14 the corporation or any person who is found in charge of the
 
15 property, business, or office of the corporation within the
 
16 jurisdiction.
 
17      (b)  If no officer, director, manager, superintendent, or
 
18 other person in charge of the property, business, or office of
 
19 the corporation can be found within the State, and in case the
 
20 corporation[, if a foreign corporation,] has not filed with the
 
21 director pursuant to sections 415-10, 415-11, 415-113, and 415-
 
22 114, the name of a person upon whom legal notice and process from
 
23 the courts of the State may be served, and likewise if the person
 

 
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 1 so named is not found within the State, service may be made upon
 
 2 the corporation by registered or certified mail, return receipt
 
 3 requested, addressed to the secretary of the corporation at its
 
 4 principal office.  Service using registered or certified mail is
 
 5 perfected at the earliest of:
 
 6      (1)  The date the corporation receives the mail;
 
 7      (2)  The date shown on the return receipt, if signed on
 
 8           behalf of the corporation; or
 
 9      (3)  Five days after its deposit in the United States mail,
 
10           as evidenced by the postmark, if mailed postpaid and
 
11           correctly addressed.
 
12      (c)  Nothing contained herein shall limit or affect the
 
13 right to serve any process, notice, or demand required or
 
14 permitted by law to be served upon a corporation in any other
 
15 manner permitted by law."
 
16      SECTION 7.  Section 415-54, Hawaii Revised Statutes, is
 
17 amended by amending subsection (a) to read as follows:
 
18      "(a)  The articles of incorporation shall be delivered to
 
19 and filed by the director and shall set forth:
 
20      (1)  The name of the corporation;
 
21      (2)  The aggregate number of shares which the corporation
 
22           shall have authority to issue, and, if the shares are
 
23           to be divided into classes, the number of shares of
 

 
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 1           each class;
 
 2      (3)  The mailing address of its initial or principal office
 
 3           and, if the corporation is required at the time of
 
 4           incorporation to have a registered office and
 
 5           registered agent in this State, the street address of
 
 6           the corporation's initial registered office and the
 
 7           name of its initial registered agent at that office;
 
 8           provided that where no specific street address is
 
 9           available for the corporation's initial or principal
 
10           office or for the corporation's registered office, the
 
11           rural route post office number or post office box
 
12           designated or made available by the United States
 
13           Postal Service;
 
14      (4)  The number of directors constituting the initial board
 
15           of directors and the names and [residence] addresses of
 
16           the individuals who are to serve as directors until the
 
17           first annual meeting of shareholders or until their
 
18           successors are elected and qualified; [provided that
 
19           where no specific street address is available, the
 
20           rural route post office number or post office box
 
21           designated or made available by the United States
 
22           Postal Service;] and
 
23      (5)  The name, title, and [residence] address of each
 

 
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 1           officer[; provided that where no specific street
 
 2           address is available, the rural route post office
 
 3           number or post office box designated or made available
 
 4           by the United States Postal Service]."
 
 5      SECTION 8.  Section 415-74, Hawaii Revised Statutes, is
 
 6 amended by amending subsection (a) to read as follows:
 
 7      "(a)  Upon receiving the approvals required by sections 415-
 
 8 71, 415-72, 415-72A, and 415-73, articles of merger or articles
 
 9 of consolidation shall be delivered to the director for filing
 
10 and shall set forth:
 
11      (1)  Either:
 
12           (A)  The names and jurisdictions of incorporation of
 
13                the corporations proposing to merge, and the name
 
14                and jurisdiction of incorporation of the
 
15                corporation into which they propose to merge which
 
16                is hereinafter designated as the surviving
 
17                corporation; or
 
18           (B)  The names and jurisdictions of incorporation of
 
19                the corporations proposing to consolidate, and the
 
20                name and jurisdiction of incorporation of the new
 
21                corporation into which they propose to consolidate
 
22                which is hereinafter designated as the new
 
23                corporation;
 

 
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 1     [(1)] (2)  A statement that the plan of merger, or the plan
 
 2           of consolidation has been approved by the board of
 
 3           directors of each corporation involved in the merger or
 
 4           consolidation;
 
 5     [(2)] (3)  Either:
 
 6           (A)  A statement that the vote of shareholders is not
 
 7                required by virtue of section 415-73(e); or
 
 8           (B)  As to each corporation, the approval of whose
 
 9                shareholders is required, the number of shares
 
10                outstanding and, if the shares of any class were
 
11                entitled to vote as a class, the designation and
 
12                number of outstanding shares of each class;
 
13     [(3)] (4)  As to each corporation the approval of whose
 
14           shareholders is required, the number of shares voted
 
15           for and against the plan, respectively, and, if the
 
16           shares of any class are entitled to vote as a class,
 
17           the number of shares of each class voted for and
 
18           against the plan, respectively; and
 
19     [(4)] (5)  A statement indicating the changes in the articles
 
20           of incorporation of the surviving corporation to be
 
21           effected by the merger or consolidation."
 
22      SECTION 9.  Section 415-75, Hawaii Revised Statutes, is
 
23 amended by amending subsection (c) to read as follows:
 

 
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 1      "(c)  Articles of merger shall be delivered to the director
 
 2 for filing and shall set forth:
 
 3      (1)  The name and jurisdiction of incorporation of the
 
 4           subsidiary corporation, and the name and jurisdiction
 
 5           of incorporation of the corporation owning at least
 
 6           ninety per cent of its shares which is hereinafter
 
 7           designated as the surviving corporation;
 
 8     [(1)] (2)  A statement that the plan of merger has been
 
 9           approved by the board of directors of the surviving
 
10           corporation;
 
11     [(2)] (3)  The number of outstanding shares of each class of
 
12           the subsidiary corporation and the number of shares of
 
13           each class owned by the surviving corporation; and
 
14     [(3)] (4)  The date a copy of the plan of merger is mailed to
 
15           shareholders of the subsidiary corporation entitled to
 
16           receive the plan."
 
17      SECTION 10.  Section 415-75.5, Hawaii Revised Statutes, is
 
18 amended by amending subsection (c) to read as follows:
 
19      "(c) Articles of merger shall be delivered to the director
 
20 for filing and shall set forth:
 
21      (1)  The name and jurisdiction of incorporation of the
 
22           parent corporation owning at least ninety per cent of
 
23           the shares of the subsidiary corporation, the name and
 

 
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 1           jurisdiction of incorporation of any nonsurviving
 
 2           subsidiary corporation, and the name and jurisdiction
 
 3           of the surviving subsidiary corporation;
 
 4     [(1)] (2)  A statement that the plan of merger has been
 
 5           approved by the board of directors of the parent
 
 6           corporation;
 
 7     [(2)] (3)  The number of outstanding shares of each class of
 
 8           any nonsurviving subsidiary corporation and the number
 
 9           of such shares of each class owned by the parent
 
10           corporation; and
 
11     [(3)] (4)  The date a copy of the plan of merger is mailed to
 
12           shareholders of any nonsurviving subsidiary corporation
 
13           entitled to receive the plan."
 
14      SECTION 11.  Section 415-75.6, Hawaii Revised Statutes, is
 
15 amended to read as follows:
 
16      "[[]415-75.6[]] Merger with or into domestic or foreign
 
17 limited liability company.(a)  As used in this section, the
 
18 terms "limited liability company" and "foreign limited liability
 
19 company" shall have the meanings defined in section 428-101.
 
20      (b)  One or more corporations or foreign corporations may
 
21 merge with or into one or more limited liability companies or
 
22 foreign limited liability companies if in the case of a domestic
 
23 corporation the board of directors and the shareholders approve a
 

 
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 1 plan of merger as provided in sections 415-71 and 415-73, and in
 
 2 the case of a foreign corporation it complies with section
 
 3 415-77.
 
 4      (c)  In addition to the requirements of section 415-74, the
 
 5 plan of merger shall also set forth:
 
 6      (1)  The name of each limited liability company and foreign
 
 7           limited liability company proposing to merge; and
 
 8      (2)  If the surviving entity is a limited liability company
 
 9           or a foreign limited liability company:
 
10           (A)  The manner and basis of converting the shares of
 
11                each corporation or foreign corporation and the
 
12                interests as members of each limited liability
 
13                company or foreign limited liability company into
 
14                interests as members of the surviving domestic
 
15                limited liability company or foreign limited
 
16                liability company pursuant to such merger, or a
 
17                statement that such information is contained in
 
18                the operating agreement proposed for such
 
19                surviving entity;
 
20           (B)  The contents of the articles of organization of
 
21                the surviving entity pursuant to such merger in
 
22                accordance with section 428-203 if a domestic
 
23                limited liability company is the surviving entity,
 

 
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 1                or in accordance with comparable provisions of
 
 2                applicable law if a foreign limited liability
 
 3                company is the surviving entity; and
 
 4           (C)  The contents of the operating agreement to be
 
 5                entered into among the persons who will be the
 
 6                members of the surviving entity pursuant to the
 
 7                merger, which shall, if not separately provided in
 
 8                the plan of merger, state the manner and basis for
 
 9                the conversion of the shares of each merging
 
10                corporation or foreign corporation and the
 
11                interests as members of each merging limited
 
12                liability company or foreign limited liability
 
13                company into interests as members of the surviving
 
14                entity and that notice of the approval of the
 
15                merger will be deemed to be execution of the
 
16                operating agreement by such persons.
 
17      (d)  After a plan of merger is approved by the shareholders
 
18 of each corporation and foreign corporation as provided in
 
19 subsection (b), and by the members of each domestic limited
 
20 liability company as provided in section 428-904, or as provided
 
21 in comparable provisions of applicable law for each foreign
 
22 limited liability company, the surviving entity shall deliver to
 
23 the office of the director for filing articles of merger
 

 
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 1 [complying with section 415-74,] executed on behalf of each party
 
 2 to the merger.  The articles of merger shall:
 
 3      (1)  Comply with section 415-74 if the surviving entity is a
 
 4           domestic or foreign corporation; or
 
 5      (2)  Comply with section 428-905 if the surviving entity is
 
 6           a domestic or foreign limited liability company.
 
 7      (e)  Section 415-76 shall be applicable to each corporation
 
 8 that is a party to the plan of merger.
 
 9      (f)  If a foreign corporation is a party to the merger,
 
10 section 415-77 shall apply to such foreign corporation.
 
11      (g)  Section 428-906 shall apply to each domestic and
 
12 foreign limited liability company that is a party to the plan of
 
13 merger."
 
14      SECTION 12.  Section 415-77, Hawaii Revised Statutes, is
 
15 amended to read as follows:
 
16      "415-77  Merger, consolidation, or share exchange between
 
17 domestic and foreign corporations.  One or more foreign
 
18 corporations and one or more domestic corporations may be merged
 
19 or consolidated, or participate in a share exchange, in the
 
20 following manner, if the merger, consolidation, or share exchange
 
21 is permitted by the laws of the state under which each foreign
 
22 corporation is organized:
 
23      (1)  Each domestic corporation shall comply with [the
 

 
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 1           provisions of] this chapter with respect to the merger,
 
 2           consolidation, or share exchange, as the case may be,
 
 3           of domestic corporations and each foreign corporation
 
 4           shall comply with the applicable provisions of the laws
 
 5           of the state under which it is organized; and
 
 6      (2)  If the surviving or new corporation in a merger or
 
 7           consolidation is to be governed by the laws of any
 
 8           state other than this State, it shall comply with [the
 
 9           provisions of] this chapter with respect to foreign
 
10           corporations if it is to transact business in this
 
11           State, and in every case it shall file with the
 
12           director of this State:
 
13           (A)  An agreement that it may be served with process in
 
14                this State in any proceeding for the enforcement
 
15                of any obligation of any domestic corporation
 
16                which is a party to the merger or consolidation
 
17                and in any proceeding for the enforcement of the
 
18                rights of a dissenting shareholder of the domestic
 
19                corporation against the surviving or new
 
20                corporation;
 
21           (B)  An irrevocable appointment of a resident of this
 
22                State as its agent to accept service of process in
 
23                any such proceeding[;], and include the resident's
 

 
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 1                street address in this State; and
 
 2           (C)  An agreement that it will promptly pay to the
 
 3                dissenting shareholders of the domestic
 
 4                corporation the amount, if any, to which they
 
 5                shall be entitled under provisions of this chapter
 
 6                with respect to the rights of dissenting
 
 7                shareholders."
 
 8      SECTION 13.  Section 415-83, Hawaii Revised Statutes, is
 
 9 amended to read as follows:
 
10      "415-83 Voluntary dissolution by consent of shareholders.
 
11 (a)  A corporation may be voluntarily dissolved by the written
 
12 consent of all of its shareholders.
 
13      (b)  Upon the execution of the written consent, a statement
 
14 of intent to dissolve shall set forth:
 
15      (1)  The name of the corporation;
 
16      (2)  The names and [respective residence] addresses of its
 
17           officers;
 
18      (3)  The names and [respective residence] addresses of its
 
19           directors; and
 
20      (4)  A statement that the written consent has been signed by
 
21           all shareholders of the corporation, or signed in their
 
22           names by their attorneys thereunto duly authorized."
 
23      SECTION 14.  Section 415-84, Hawaii Revised Statutes, is
 

 
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 1 amended to read as follows:
 
 2      "415-84  Voluntary dissolution by act of corporation.  A
 
 3 corporation may be dissolved by the act of the corporation, when
 
 4 authorized, in the following manner:
 
 5      (1)  The board of directors shall adopt a resolution
 
 6           recommending that the corporation be dissolved, and
 
 7           directing that the question of the dissolution be
 
 8           submitted to a vote at a meeting of shareholders, which
 
 9           may be either an annual or a special meeting;
 
10      (2)  Written notice shall be given to each shareholder
 
11           [[]of[]] record entitled to vote at such meeting within
 
12           the time and in the manner provided in this chapter for
 
13           the giving of notice of meetings of shareholders, and,
 
14           that one of the purposes of the meeting is to consider
 
15           the advisability of dissolving the corporation;
 
16      (3)  With respect to corporations incorporated on or after
 
17           July 1, 1987, at such meeting a vote of shareholders
 
18           entitled to vote thereat shall be taken on a resolution
 
19           to dissolve the corporation.  The resolution shall be
 
20           adopted upon receiving the affirmative vote of the
 
21           holders of a majority of the shares of the corporation
 
22           entitled to vote thereon, unless any class of shares is
 
23           entitled to vote thereon as a class, in which event the
 

 
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 1           resolution shall be adopted upon receiving the
 
 2           affirmative vote of the holders of a majority of the
 
 3           shares of each class of shares entitled to vote thereon
 
 4           as a class and of the total shares entitled to vote
 
 5           thereon;
 
 6      (4)  With respect to corporations incorporated before
 
 7           July 1, 1987, at such meeting a vote of shareholders
 
 8           entitled to vote thereat shall be taken on a resolution
 
 9           to dissolve the corporation.  The resolution shall be
 
10           adopted upon receiving the affirmative vote of the
 
11           holders of three-fourths of the shares of the
 
12           corporation entitled to vote thereon, unless any class
 
13           of shares is entitled to vote thereon as a class, in
 
14           which event the resolution shall be adopted upon
 
15           receiving the affirmative vote of the holders of three-
 
16           fourths of the shares of each class of shares entitled
 
17           to vote thereon as a class and of the total shares
 
18           entitled to vote thereon.  The articles of
 
19           incorporation may be amended by the vote set forth in
 
20           the preceding sentence to provide for a lesser
 
21           proportion of shares, or of any class or series
 
22           thereof, than is provided in the preceding sentence, in
 
23           which case the articles of incorporation shall control,
 

 
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 1           provided that [said] the lesser proportion shall not be
 
 2           less than the proportion set forth in paragraph (3) [of
 
 3           this section]; and
 
 4      (5)  Upon the adoption of the resolution, a statement of
 
 5           intent to dissolve shall set forth:
 
 6           (A)  The name of the corporation;
 
 7           (B)  The names and [respective residence] addresses of
 
 8                its officers;
 
 9           (C)  The names and [respective residence] addresses of
 
10                its directors;
 
11           (D)  The date[, time, and location] of the shareholders
 
12                meeting;
 
13           (E)  The number of shares outstanding, and, if the
 
14                shares of any class are entitled to vote as a
 
15                class, the designation and number of outstanding
 
16                shares of each class; and
 
17           (F)  The number of shares voted for and against the
 
18                resolution, respectively, and, if the shares of
 
19                any class are entitled to vote as a class, the
 
20                number of shares of each such class voted for and
 
21                against the resolution, respectively."
 
22      SECTION 15.  Section 415-87, Hawaii Revised Statutes, is
 
23 amended to read as follows:
 

 
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 1      "415-87  Procedure after filing of statement of intent to
 
 2 dissolve.  After the filing by the director of a statement of
 
 3 intent to dissolve:
 
 4      (1)  The corporation shall immediately cause notice thereof
 
 5           to be mailed to each known creditor of the corporation;
 
 6      (2)  The corporation [shall forthwith] may publish, once in
 
 7           each of four successive weeks (four publications) in a
 
 8           newspaper of general circulation published in the
 
 9           State, notice thereof to all creditors of the
 
10           corporation[.  The corporation, with the approval of
 
11           the director, may omit the publication of the notice if
 
12           the corporation has insufficient assets to pay for the
 
13           publication];
 
14      (3)  The corporation shall proceed to collect its assets,
 
15           convey, and dispose of such of its properties as are
 
16           not to be distributed in kind to its shareholders, pay,
 
17           satisfy, and discharge its liabilities and obligations
 
18           and do all other acts required to liquidate its
 
19           business and affairs, and, after paying or adequately
 
20           providing for the payment of all of its obligations,
 
21           distribute the remainder of its assets, either in cash
 
22           or in kind, among its shareholders according to their
 
23           respective rights and interests; and
 

 
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 1      (4)  The corporation, at any time during the liquidation of
 
 2           its business and affairs, may make application to a
 
 3           court of competent jurisdiction within the State and
 
 4           judicial subdivision in which the principal office or
 
 5           principal place of business of the corporation is
 
 6           situated, to have the liquidation continued under the
 
 7           supervision of the court as provided in this chapter."
 
 8      SECTION 16.  Section 415-88, Hawaii Revised Statutes, is
 
 9 amended to read as follows:
 
10      "415-88  Revocation of voluntary dissolution proceedings by
 
11 consent of shareholders.  By the written consent of all of its
 
12 shareholders, a corporation may, at any time prior to the filing
 
13 of the articles of dissolution by the director, revoke voluntary
 
14 dissolution proceedings theretofore taken, in the following
 
15 manner:
 
16      Upon the execution of such written consent, a statement of
 
17 revocation of voluntary dissolution proceedings shall set forth:
 
18      (1)  The name of the corporation;
 
19      (2)  The names and [residence] addresses of its officers;
 
20      (3)  The names and [residence] addresses of its directors;
 
21     [(4)  A copy of the written consent signed by all
 
22           shareholders of the corporation revoking the voluntary
 
23           dissolution proceedings;] and
 

 
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 1     [(5)] (4)  That the written consent revoking the voluntary
 
 2           dissolution proceedings has been signed by all
 
 3           shareholders of the corporation or signed in their
 
 4           names by their attorneys thereunto duly authorized."
 
 5      SECTION 17.  Section 415-89, Hawaii Revised Statutes, is
 
 6 amended to read as follows:
 
 7      "415-89  Revocation of voluntary dissolution proceedings by
 
 8 act of corporation.  By the act of the corporation, a corporation
 
 9 may, at any time prior to the filing of the articles of
 
10 dissolution by the director, revoke voluntary dissolution
 
11 proceedings theretofore taken, in the following manner:
 
12      (1)  The board of directors shall adopt a resolution
 
13           recommending that the voluntary dissolution proceedings
 
14           be revoked, and directing that the question of the
 
15           revocation be submitted to a vote at a special meeting
 
16           of shareholders;
 
17      (2)  Written notice, stating that the purpose or one of the
 
18           purposes of the meeting is to consider the advisability
 
19           of revoking the voluntary dissolution proceedings,
 
20           shall be given to each shareholder of record entitled
 
21           to vote at the meeting within the time and in the
 
22           manner provided in this chapter for the giving of
 
23           notice of special meetings of shareholders;
 

 
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 1      (3)  At the meeting, a vote of the shareholders entitled to
 
 2           vote thereat shall be taken on a resolution to revoke
 
 3           the voluntary dissolution proceedings, which shall
 
 4           require for its adoption the affirmative vote of the
 
 5           holders of a majority of the shares entitled to vote
 
 6           thereon and shall be adopted in the same manner as the
 
 7           dissolution was authorized in section 415-84; and
 
 8      (4)  Upon the adoption of the resolution, a statement of
 
 9           revocation of voluntary dissolution proceedings shall
 
10           set forth:
 
11           (A)  The name of the corporation;
 
12           (B)  The names and [residence] addresses of its
 
13                officers;
 
14           (C)  The names and [residence] addresses of its
 
15                directors;
 
16           (D)  [A copy of] That the resolution revoking the
 
17                voluntary dissolution proceedings was adopted by
 
18                the shareholders [revoking the voluntary
 
19                dissolution proceedings];
 
20           (E)  The number of shares outstanding and, if the
 
21                shares of any class are entitled to vote as a
 
22                class, the designation and number of the
 
23                outstanding shares of each class; and
 

 
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                                                        S.D. 1
                                                        


 1           (F)  The number of shares voted for and against the
 
 2                resolution, respectively, and, if the shares of
 
 3                any class are entitled to vote as a class, the
 
 4                number of shares of each class voted for and
 
 5                against the resolution, respectively."
 
 6      SECTION 18.  Section 415-92, Hawaii Revised Statutes, is
 
 7 amended to read as follows:
 
 8      "415-92  Articles of dissolution.  If voluntary dissolution
 
 9 proceedings have not been revoked, then when all debts,
 
10 liabilities, and obligations of the corporation have been paid
 
11 and discharged, or adequate provision has been made therefor, and
 
12 all of the remaining property and assets of the corporation have
 
13 been distributed to its shareholders, articles of dissolution
 
14 verified on oath by two officers shall set forth:
 
15      (1)  The name of the corporation;
 
16      (2)  That the director has theretofore filed a statement of
 
17           intent to dissolve the corporation and the date on
 
18           which the statement was filed;
 
19      (3)  The dates that notice of the filing of the statement of
 
20           intent to dissolve the corporation was published, once
 
21           in each of four successive weeks (four publications) in
 
22           a newspaper of general circulation published in the
 
23           State, or a statement that publication [of notice had
 

 
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                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           been waived by the director;] was not made;
 
 2      (4)  That all debts, obligations, and liabilities of the
 
 3           corporation have been paid and discharged or that
 
 4           adequate provision has been made therefor;
 
 5      (5)  That all of the remaining property and assets of the
 
 6           corporation have been distributed among its
 
 7           shareholders in accordance with their respective rights
 
 8           and interests; and
 
 9      (6)  That there are no suits pending against the corporation
 
10           in any court, or that adequate provision has been made
 
11           for the satisfaction of any judgment, order, or decree
 
12           which may be entered against it in any pending suit."
 
13      SECTION 19.  Section 415-95, Hawaii Revised Statutes, is
 
14 amended by amending subsection (a) to read as follows:
 
15      "(a)  Whenever the director certifies the name of a
 
16 corporation as having given any cause for dissolution pursuant to
 
17 section 415-94, the director may declare the corporation
 
18 dissolved.  Before the director may declare a corporation
 
19 dissolved, the director shall[:
 
20      (1)  Give] give notice of the ground or grounds for
 
21           dissolution as provided in section 415-94, by mailing
 
22           the notice to the corporation at its last known address
 
23           appearing in the records of the director[;] and
 

 
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                                                        S.D. 1
                                                        


 1     [(2)  Give] may give [statewide] public notice of the
 
 2           intention to dissolve the corporation [once in each of
 
 3           three successive weeks]."
 
 4      SECTION 20.  Section 415-108, Hawaii Revised Statutes, is
 
 5 amended to read as follows:
 
 6      "415-108  Corporate name of foreign corporation.  No
 
 7 certificate of authority shall be issued to a foreign corporation
 
 8 unless its corporate name:
 
 9      (1)  Is not the same as, or substantially identical to, the
 
10           name of any domestic corporation, [domestic]
 
11           partnership, [domestic] limited liability company, or
 
12           [domestic] limited liability partnership existing or
 
13           registered under the laws of this State, or any foreign
 
14           corporation, [foreign] partnership, [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,] this State, except that this
 
21           provision shall not apply if the foreign corporation
 
22           applying for a certificate of authority files with the
 
23           director any one of the following:
 

 
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                                                        S.D. 1
                                                        


 1           (A)  The written consent [of such other corporation]
 
 2                from the entity or holder of a reserved or
 
 3                registered name to use the same or substantially
 
 4                identical name, and one or more words are added to
 
 5                make the name distinguishable from the other name;
 
 6           (B)  A certified copy of a final decree of a court of
 
 7                competent jurisdiction establishing the prior
 
 8                right of the foreign corporation to the use of the
 
 9                name in this State; or
 
10           (C)  A copy of a certificate of registration of a trade
 
11                name by the foreign corporation under which trade
 
12                name that foreign corporation will transact
 
13                business in this State; and
 
14      (2)  Is transliterated into letters of the English alphabet,
 
15           if the name is not in English."
 
16      SECTION 21.  Section 415-110, Hawaii Revised Statutes, is
 
17 amended as follows:
 
18      "415-110  Application for certificate of authority.  To
 
19 procure a certificate of authority to transact business in this
 
20 State, a foreign corporation [should make application therefor]
 
21 shall apply to the director[, which].  The application shall set
 
22 forth:
 
23      (1)  The name of the corporation and the jurisdiction in
 

 
Page 28                                                    2483
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                                                        S.D. 1
                                                        


 1           which it is incorporated;
 
 2      (2)  The date of incorporation and the period of duration of
 
 3           the corporation;
 
 4      (3)  The mailing address of the principal office of the
 
 5           corporation in the jurisdiction in which it is
 
 6           incorporated;
 
 7      (4)  The street address of the proposed registered office of
 
 8           the corporation in this State, and the name of its
 
 9           proposed registered agent in this State at that
 
10           address;
 
11      (5)  The primary specific purpose and such other purposes of
 
12           the corporation which it proposes to pursue in the
 
13           transaction of business in this State;
 
14      (6)  The names and [respective] addresses of the directors
 
15           and officers of the corporation; and
 
16      (7)  Any additional information as may be necessary or
 
17           appropriate to enable the director to determine whether
 
18           the corporation is entitled to a certificate of
 
19           authority to transact business in this State.  The
 
20           application shall be made on forms prescribed and
 
21           furnished by the director which shall be delivered to
 
22           the director for filing."
 
23      SECTION 22.  Section 415-119, Hawaii Revised Statutes, is
 

 
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                                                        S.D. 1
                                                        


 1 amended to read as follows:
 
 2      "415-119  Withdrawal of foreign corporation.  A foreign
 
 3 corporation authorized to transact business in this State may
 
 4 withdraw from the State upon procuring from the director a
 
 5 certificate of withdrawal.  In order to procure a certificate of
 
 6 withdrawal, the foreign corporation shall deliver to the director
 
 7 an application for withdrawal, which shall set forth:
 
 8      (1)  The name of the foreign corporation and the state or
 
 9           country under the laws of which it is incorporated;
 
10      (2)  That the foreign corporation is not transacting
 
11           business in this State;
 
12      (3)  That the foreign corporation surrenders its authority
 
13           to transact business in this State;
 
14      (4)  That the foreign corporation revokes the authority of
 
15           its registered agent in this State to accept service of
 
16           process and consents that service of process in any
 
17           action, suit, or proceeding based upon any cause of
 
18           action arising in this State during the time the
 
19           corporation was authorized to transact business in this
 
20           State may thereafter be made on the corporation by
 
21           service thereof on the director;
 
22      (5)  The dates that notice of the foreign corporation's
 
23           intent to withdraw from the State was published, once
 

 
Page 30                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           in each of four successive weeks (four publications) in
 
 2           a newspaper of general circulation published in the
 
 3           State[.  The foreign corporation, with the approval of
 
 4           the director, may omit the publication of the notice if
 
 5           the corporation has insufficient assets to pay for the
 
 6           publication;] or a statement that publication was not
 
 7           made;
 
 8      (6)  That all taxes, debts, obligations, and liabilities of
 
 9           the foreign corporation in [the] this State have been
 
10           paid and discharged or that adequate provision has been
 
11           made therefor;
 
12      (7)  A mailing address to which the director may mail a copy
 
13           of any process against the foreign corporation that may
 
14           be served on the director; and
 
15      (8)  Such additional information as may be necessary or
 
16           appropriate in order to enable the director to
 
17           determine and assess any unpaid fees payable by the
 
18           foreign corporation as in this chapter prescribed.
 
19      The application for withdrawal shall be made on forms
 
20 prescribed and furnished by the director and shall be delivered
 
21 to and filed by the director."
 
22      SECTION 23.  Section 415-125, Hawaii Revised Statutes, is
 
23 amended to read as follows:
 

 
Page 31                                                    2483
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                                                        S.D. 1
                                                        


 1      "415-125  Annual report of domestic and foreign
 
 2 corporations.  Each domestic corporation and each foreign
 
 3 corporation authorized to transact business in this State shall
 
 4 deliver to the director, within the time prescribed by this
 
 5 chapter, an annual report signed by any authorized officer, or an
 
 6 attorney-in-fact for an officer, or if the corporation is in the
 
 7 hands of a receiver or trustee, by the receiver or trustee
 
 8 setting forth:
 
 9      (1)  The name of the corporation or foreign corporation and
 
10           the state or country under the laws of which it is
 
11           incorporated;
 
12      (2)  Where the corporation is required by law to have a
 
13           registered office and registered agent in [the] this
 
14           State, the street address of the domestic corporation's
 
15           or foreign corporation's registered office in this
 
16           State, and the name of its registered agent in this
 
17           State at such address, and the mailing address of its
 
18           principal office in the state or country under the laws
 
19           of which it is incorporated; provided that if the
 
20           mailing address of the principal office differs from
 
21           the street address, or where no specific street address
 
22           is available, the rural route post office number or
 
23           post office box designated or made available by the
 

 
Page 32                                                    2483
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                                                        S.D. 1
                                                        


 1           United States Postal Service;
 
 2      (3)  A brief statement of the character of the business in
 
 3           which the corporation or foreign corporation is
 
 4           actually engaged in this State;
 
 5      (4)  The names and [respective residence] addresses of the
 
 6           directors and officers of the corporation and the names
 
 7           and [respective] addresses of the directors and
 
 8           officers of the foreign corporation; [provided that
 
 9           where no specific street address is available, the
 
10           rural route post office number or post office box
 
11           designated or made available by the United States
 
12           Postal Service];
 
13      (5)  A statement of the aggregate number of shares which a
 
14           domestic corporation has authority to issue, itemized
 
15           by classes [and series], if any[, within a class]; and
 
16      (6)  A statement of the aggregate number of shares issued by
 
17           a domestic corporation, itemized by classes [and
 
18           series], if any[, within each class]."
 
19      SECTION 24.  Section 415-128, Hawaii Revised Statutes, is
 
20 amended by amending subsection (a) to read as follows:
 
21      (a)  The following fees shall be paid to the director upon
 
22 the filing of corporate documents:
 
23      (1)  Articles of incorporation, $100;
 

 
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                                                        S.D. 1
                                                        


 1      (2)  Articles of amendment, $50;
 
 2      (3)  Restated articles of incorporation, $50;
 
 3      (4)  Articles of conversion, merger, or consolidation, $200;
 
 4      (5)  Articles of merger (subsidiary corporation), $100;
 
 5      (6)  Articles of dissolution, $50;
 
 6      (7)  Annual report of domestic and foreign corporations
 
 7           organized for profit, $25;
 
 8      (8)  Any other statement, report, certificate, application,
 
 9           or other corporate document, except an annual report,
 
10           of a domestic or foreign corporation, $50;
 
11      (9)  Application for a certificate of authority, $100;
 
12     (10)  Application for a certificate of withdrawal, $50;
 
13     (11)  Reservation of corporate name, $20;
 
14     (12)  Transfer of reservation of corporate name, $20;
 
15     (13)  Good standing certificate, $25;
 
16     (14)  Special handling fee for review of corporation
 
17           documents, excluding articles of conversion, merger, or
 
18           consolidation, $50;
 
19     (15)  Special handling fee for review of articles of
 
20           conversion, merger, or consolidation, $150;
 
21     (16)  Special handling fee for certificates issued by the
 
22           department, $20 per certificate; [and]
 
23     (17)  Special handling fee for certification of documents, $1
 

 
Page 34                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           per page[.]; and
 
 2     (18)  Agent's statement of change of registered office, $50
 
 3           for each affected domestic corporation or foreign
 
 4           corporation; provided that if more than two hundred
 
 5           simultaneous filings are made, the fee shall be reduced
 
 6           to $1 for each affected domestic corporation or foreign
 
 7           corporation."
 
 8      SECTION 25.  Section 415A-8, Hawaii Revised Statutes, is
 
 9 amended to read as follows:
 
10      "415A-8  Corporate name.  The name of a professional
 
11 corporation:
 
12      (1)  May be any name permitted by law expressly applicable
 
13           to the profession in which the corporation is engaged
 
14           or by a rule or regulation of the licensing authority
 
15           of the profession; and
 
16      (2)  Shall not be the same as, or substantially identical
 
17           to, the name of any domestic corporation, partnership,
 
18           limited liability company, or limited liability
 
19           partnership existing or registered under the laws of
 
20           this State, or any foreign corporation, partnership,
 
21           limited liability company, or limited liability
 
22           partnership authorized to transact business in [the]
 
23           this State, or any trade name, trademark, or service
 

 
Page 35                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           mark registered in this State, or a name the exclusive
 
 2           right to which is, at the time, reserved in [the manner
 
 3           provided in the Hawaii Business Corporation Act,
 
 4           chapter 415, or the name of a corporation which has
 
 5           registered its corporate name as provided in the Hawaii
 
 6           Business Corporation Act, chapter 415;] this State,
 
 7           except that this [section] provision shall not apply if
 
 8           the applicant files with the director either of the
 
 9           following:
 
10           (A)  The written consent [of such other corporation]
 
11                from the entity or holder of a reserved or
 
12                registered name to use the same or substantially
 
13                identical name, and one or more words are added to
 
14                make the name distinguishable from the other name;
 
15                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 26.  Section 415A-14.6, Hawaii Revised Statutes, is
 
21 amended by amending subsection (a) to read as follows:
 
22      "(a)  The articles of incorporation [must] shall set forth:
 
23      (1)  A [[]corporate[]] name for the corporation that
 

 
Page 36                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           satisfies the requirements of section 415A-8;
 
 2      (2)  The profession or professions that the corporation
 
 3           shall be authorized to practice and any other purpose
 
 4           allowed by the licensing laws and rules of [the] this
 
 5           State; [and]
 
 6      (3)  [The matters specified in section 415-54(a).]  The
 
 7           mailing address of its initial or principal office;
 
 8           provided that where no specific street address is
 
 9           available, the rural route post office number or post
 
10           office box designated or made available by the United
 
11           States Postal Service;
 
12      (4)  The number of directors constituting the initial board
 
13           of directors and the names and addresses of the
 
14           individuals who are to serve as directors until the
 
15           first annual meeting of shareholders or until their
 
16           successors are elected and qualified;
 
17      (5)  The name, title, and address of each officer; and
 
18      (6)  The number of shares the corporation is authorized to
 
19           issue, and if the shares are to be divided into
 
20           classes, the number of shares of each class."
 
21      SECTION 27.  Section 415A-18, Hawaii Revised Statutes, is
 
22 amended by amending subsection (a) to read as follows:
 
23      "(a) Whenever it is established that a professional
 

 
Page 37                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1 corporation has failed to comply with any provision of this
 
 2 chapter, the director may declare the corporation dissolved.
 
 3      Before the director may declare a corporation dissolved, the
 
 4 director shall[:
 
 5      (1)  Give] give notice of the ground or grounds for
 
 6           dissolution as provided in section 415-94[,] by mailing
 
 7           the notice to the professional corporation at its last
 
 8           known address appearing in the records of the
 
 9           director[;], and
 
10     [(2)  Give statewide] may give public notice of the intention
 
11           to dissolve the corporation [once in each of three
 
12           successive weeks]."
 
13      SECTION 28.  Section 415A-22, Hawaii Revised Statutes, is
 
14 amended to read as follows:
 
15      "415A-22 Annual report of professional corporations.  The
 
16 annual report of each professional corporation shall be delivered
 
17 to the director for filing [pursuant to the Hawaii Business
 
18 Corporation Act, chapter 415,] and shall [include a statement
 
19 that all of the shareholders, not less than one-half of the
 
20 directors, and all of the officers other than the secretary and
 
21 treasurer of the corporation are qualified persons with respect
 
22 to the corporation.] set forth:
 
23      (1)  The name of the corporation;
 

 
Page 38                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1      (2)  The profession or professions that it is or are
 
 2           actually engaged in;
 
 3      (3)  The mailing address of its principal office; provided
 
 4           that where no specific street address is available, the
 
 5           rural route post office number or post office box
 
 6           designated or made available by the United States
 
 7           Postal Service;
 
 8      (4)  The names and addresses of the directors and officers
 
 9           of the corporation;
 
10      (5)  A statement of the aggregate number of shares which the
 
11           corporation has authority to issue, itemized by
 
12           classes, if any;
 
13      (6)  A statement of the aggregate number of shares issued by
 
14           the corporation, itemized by classes, if any; and
 
15      (7)  A statement that all of the shareholders, not less than
 
16           one-half of the directors, and all of the officers
 
17           other than the secretary and treasurer of the
 
18           corporation are qualified persons with respect to the
 
19           corporation."
 
20      SECTION 29.  Section 415B-7, Hawaii Revised Statutes, is
 
21 amended to read as follows:
 
22      "415B-7  Corporate name.  The corporate name shall not be
 
23 the same as, or substantially identical to, the name of any
 

 
Page 39                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1 domestic corporation, partnership, limited liability company, or
 
 2 limited liability partnership[, or trade name] existing or
 
 3 registered under the laws of this State, or any foreign
 
 4 corporation, partnership, limited liability company, or limited
 
 5 liability partnership authorized to transact business in this
 
 6 State, or any trade name, trademark, or service mark registered
 
 7 in this State, or a name the exclusive right to which is, at the
 
 8 time, reserved in [the manner provided under the laws of this
 
 9 State, or the name of a corporation which has in effect a
 
10 registration of its corporate name as provided under the laws of]
 
11 this State, except that this provision shall not apply if the
 
12 applicant [delivers to] files with the director [for filing]
 
13 either of the following:
 
14      (1)  The written consent [of] from the [other corporation]
 
15           entity or holder of a reserved or registered name to
 
16           use the same or substantially identical name, and one
 
17           or more words are added to make the name
 
18           distinguishable from the other name; or
 
19      (2)  A certified copy of a final decree of a court of
 
20           competent jurisdiction establishing the prior right of
 
21           the applicant to the use of the name in this State."
 
22      SECTION 30.  Section 415B-8.5, Hawaii Revised Statutes, is
 
23 amended by amending subsection (a) to read as follows:
 

 
Page 40                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1      "(a)  Except as provided in this section, each corporation
 
 2 shall continuously maintain in [the] this State:
 
 3      (1)  A registered office that may be the same as any of its
 
 4           places of business; and
 
 5      (2)  A registered agent who shall be:
 
 6           (A)  An individual who resides in [the] this State and
 
 7                whose business office is identical to the
 
 8                registered office;
 
 9           (B)  A domestic corporation or domestic profit
 
10                corporation whose business office is identical to
 
11                the registered office; or
 
12           (C)  A foreign corporation or foreign profit
 
13                corporation authorized to transact business in
 
14                [the] this State whose business office is
 
15                identical to the registered office."
 
16      SECTION 31.  Section 415B-8.6, Hawaii Revised Statutes, is
 
17 amended by amending subsection (a) to read as follows:
 
18      "(a)  A corporation may change its registered office or
 
19 registered agent by delivering to the director for filing a
 
20 statement of change that sets forth:
 
21      (1)  The name of the corporation;
 
22      (2)  The street address of its current registered office;
 
23      (3)  If the current registered office is to be changed, the
 

 
Page 41                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           street address of the new registered office;
 
 2      (4)  The name of its current registered agent;
 
 3      (5)  If the current registered agent is to be changed, the
 
 4           name of the new registered agent [and the new agent's
 
 5           written consent to the appointment.  This consent may
 
 6           be indicated on or attached to the statement of
 
 7           change]; and
 
 8      (6)  That after the change or changes are made, the street
 
 9           addresses of its registered office and the business
 
10           office of its registered agent shall be identical."
 
11      SECTION 32.  Section 415B-8.7, Hawaii Revised Statutes, is
 
12 amended by amending subsection (c) to read as follows:
 
13      "(c)  The [agency] appointment of the agent shall be
 
14 terminated, and the registered office discontinued if so
 
15 provided, thirty-one days after the date on which the statement
 
16 was filed."
 
17      SECTION 33.  Section 415B-9, Hawaii Revised Statutes, is
 
18 amended to read as follows:
 
19      "415B-9  Service of process on corporation.(a)  Service
 
20 of any notice or process authorized by law issued against any
 
21 corporation, whether domestic or foreign, by any court, judicial
 
22 or administrative officer, or board, may be made in the manner
 
23 provided by law upon any registered agent, officer, or director
 

 
Page 42                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1 of the corporation who is found within the jurisdiction of the
 
 2 court, officer, or board; [and in the event of failure to find
 
 3 any such] or if any registered agent, officer, or director[,]
 
 4 cannot be found, upon the manager or superintendent of the
 
 5 corporation or any person who is found in charge of the property,
 
 6 business, or office of the corporation within the jurisdiction.
 
 7      (b)  If[:
 
 8      (1)  No] no officer, director, manager, superintendent, or
 
 9           other person in charge of the property, business, or
 
10           office of the corporation can be found within the
 
11           State[;], and
 
12     [(2)  The] in case the corporation[, if a foreign
 
13           corporation,] has [neglected to deliver to] not filed
 
14           with the director the name of a person upon whom legal
 
15           notice and process from the courts of the State may be
 
16           served [or], pursuant to sections 415B- 8.5, 415B-8.6,
 
17           415B-129, and 415B-130, and likewise if the person [so]
 
18           named is not found within the State[;
 
19 then], service may be made upon the corporation by registered or
 
20 certified mail, return receipt requested, addressed to the
 
21 secretary of the corporation at its principal office.  Service
 
22 using registered or certified mail [shall be] is perfected at the
 
23 earliest of:
 

 
Page 43                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1      (1)  The date the corporation receives the mail;
 
 2      (2)  The date shown on the return receipt, if signed on
 
 3           behalf of the corporation; or
 
 4      (3)  Five days after its deposit in the United States mail,
 
 5           as evidenced by the postmark, if mailed postpaid and
 
 6           correctly addressed.
 
 7      (c)  Nothing in this section shall limit or affect the right
 
 8 to serve any process, notice, or demand required or permitted by
 
 9 law to be served upon a corporation in any other manner [now or
 
10 hereafter] permitted by law."
 
11      SECTION 34.  Section 415B-11, Hawaii Revised Statutes, is
 
12 amended by amending subsection (a) to read as follows:
 
13      "(a)  Each domestic corporation or foreign corporation
 
14 authorized to conduct affairs in this State shall deliver to the
 
15 director for filing, within the time prescribed by this chapter,
 
16 an annual report setting forth:
 
17      (1)  The name of the corporation or foreign corporation and
 
18           the state or country under the laws of which it is
 
19           incorporated;
 
20      (2)  Where the corporation is required by law to have a
 
21           registered office and registered agent in [the] this
 
22           State, the street address of the domestic corporation's
 
23           or foreign corporation's registered office in this
 

 
Page 44                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           State, the name of its registered agent in this State
 
 2           at such address, and the mailing address of its
 
 3           principal office in the state or country under the laws
 
 4           of which it is incorporated; provided that if the
 
 5           mailing address of the principal office differs from
 
 6           the street address, or where no specific street address
 
 7           is available, the rural route post office number or
 
 8           post office box designated or made available by the
 
 9           United States Postal Service;
 
10      (3)  A brief statement of the character of the affairs in
 
11           which the corporation [is actually conducting,] or[, in
 
12           the case of a] foreign corporation[, which the
 
13           corporation] is actually conducting in this State; and
 
14      (4)  The names and [respective] addresses of the directors
 
15           and officers of the corporation or foreign corporation
 
16           [and, in the case of a domestic corporation, the names
 
17           and residence addresses of the directors and officers
 
18           of a domestic corporation]."
 
19      SECTION 35.  Section 415B-34, Hawaii Revised Statutes, is
 
20 amended by amending subsection (a) to read as follows:
 
21      "(a)  One or more individuals may organize a corporation by
 
22 signing and delivering articles of incorporation to the director
 
23 pursuant to section 415B-10, which shall set forth:
 

 
Page 45                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1      (1)  The name of the corporation;
 
 2      (2)  The period of the corporation's duration, which may be
 
 3           perpetual;
 
 4      (3)  The purpose or purposes for which the corporation is
 
 5           organized;
 
 6      (4)  Any provisions, not inconsistent with law, which the
 
 7           incorporators elect to set forth in the articles of
 
 8           incorporation for the regulation of the internal
 
 9           affairs of the corporation, including any provision for
 
10           the distribution of assets on dissolution or final
 
11           liquidation;
 
12      (5)  The mailing address of the corporation's initial or
 
13           principal office and, if the corporation is required at
 
14           the time of incorporation to have a registered office
 
15           and registered agent in this State, the street address
 
16           of the corporation's initial registered office and the
 
17           name of its initial registered agent at that office;
 
18           provided that where no specific street address is
 
19           available for the corporation's initial or principal
 
20           office or for the corporation's registered office, the
 
21           rural route post office number or post office box
 
22           designated or made available by the United States
 
23           Postal Service [may be listed];
 

 
Page 46                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1      (6)  The number of directors constituting the initial board
 
 2           of directors and the names and [residence] addresses of
 
 3           the individuals who are to serve as the initial
 
 4           directors and initial officers; and
 
 5      (7)  If a corporation has no members, that fact shall be set
 
 6           forth."
 
 7      SECTION 36.  Section 415B-40, Hawaii Revised Statutes, is
 
 8 amended to read as follows:
 
 9      "[[]415B-40[]]  Restated articles of incorporation.  (a)  A
 
10 domestic corporation at any time may restate [amended] its
 
11 articles of incorporation as theretofore amended, by a resolution
 
12 adopted by the board of directors.
 
13      (b)  Upon the adoption of the resolution, restated articles
 
14 of incorporation shall set forth all of the operative provisions
 
15 of the articles[,] of incorporation as theretofore amended,
 
16 together with a statement that the restated articles of
 
17 incorporation correctly set forth without change the
 
18 corresponding provisions of the articles[,] of incorporation as
 
19 theretofore amended, and that the restated articles of
 
20 incorporation supersede the original articles of incorporation
 
21 and all [prior] amendments thereto.
 
22      (c)  The restated articles of incorporation shall be
 
23 delivered to [and filed by] the director [pursuant to section
 

 
Page 47                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1 415B-10.] for filing.  The director may certify the restated
 
 2 articles of incorporation currently in effect, without including
 
 3 the information required to be filed by subsection (b)."
 
 4      SECTION 37.  Section 415B-40.5, Hawaii Revised Statutes, is
 
 5 amended by amending subsections (a) and (b) to read as follows:
 
 6      "(a)  A domestic corporation may at any time amend and
 
 7 restate its articles of incorporation by complying with the
 
 8 procedures and requirements [under] of sections 415B-37 and
 
 9 415B-40.
 
10      (b)  Upon [their] its adoption, the amended and restated
 
11 articles of incorporation shall set forth:
 
12      (1)  All of the operative provisions of the articles of
 
13           incorporation as theretofore amended;
 
14      (2)  The information required [under] by section 415B-38;
 
15           and
 
16      (3)  A statement that the amended and restated articles of
 
17           incorporation supersede the original articles of
 
18           incorporation and all amendments thereto."
 
19      SECTION 38.  Section 415B-84, Hawaii Revised Statutes, is
 
20 amended to read as follows:
 
21      "415B-84  Articles of merger or consolidation.  (a)  The
 
22 articles of merger or articles of consolidation shall be
 
23 delivered to the director for filing and shall set forth:
 

 
Page 48                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1      (1)  Either:
 
 2           (A)  The names and jurisdictions of incorporation of
 
 3                the corporations proposing to merge, and the name
 
 4                and jurisdiction of incorporation of the
 
 5                corporation into which they propose to merge,
 
 6                which is hereinafter designated as the surviving
 
 7                corporation; or
 
 8           (B)  The names and jurisdictions of incorporation of
 
 9                the corporations proposing to consolidate, and the
 
10                name and jurisdiction of incorporation of the new
 
11                corporation into which they propose to
 
12                consolidate, which is hereinafter designated as
 
13                the new corporation.
 
14     [(1)  That] (2)  A statement that the plan of merger or the
 
15           plan of consolidation has been approved [and signed] by
 
16           the board of directors of each corporation, in
 
17           accordance with section 415B-83[, and a statement of
 
18           the jurisdiction of incorporation if a foreign
 
19           corporation is involved];
 
20     [(2)] (3)  If the members of any merging or consolidating
 
21           corporation are entitled to vote thereon, then as to
 
22           each such corporation:
 
23           (A)  A statement setting forth the date of the meeting
 

 
Page 49                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1                of members at which the plan was adopted, that a
 
 2                quorum was present at the meeting, and that the
 
 3                plan received at least two-thirds of the votes
 
 4                which members present at the meeting or
 
 5                represented by proxy were entitled to cast; or
 
 6           (B)  A statement that the [amendment] plan was adopted
 
 7                by a consent in writing signed by all members
 
 8                entitled to vote with respect thereto;
 
 9     [(3)] (4)  If any merging or consolidating corporation has no
 
10           members, or no members entitled to vote thereon, then
 
11           as to each such corporation a statement of this fact,
 
12           the date of the meeting of the board of directors at
 
13           which the plan of merger or consolidation was adopted,
 
14           and a statement of the fact that the plan received the
 
15           vote of a majority of the directors in office; and
 
16     [(4)] (5)  A statement indicating the changes in the articles
 
17           of incorporation of the surviving corporation to be
 
18           effected by the merger or consolidation.
 
19      (b)  After the articles of merger or articles of
 
20 consolidation have been delivered to the director and filed, the
 
21 certificate of merger or certificate of consolidation shall be
 
22 issued by the director."
 
23      SECTION 39.  Section 415B-86, Hawaii Revised Statutes, is
 

 
Page 50                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1 amended to read as follows:
 
 2      "415B-86  Merger or consolidation of domestic and foreign
 
 3 corporations.  (a)  One or more foreign corporations and one or
 
 4 more domestic corporations may be merged or consolidated in the
 
 5 following manner; provided that a merger or consolidation is
 
 6 permitted by the laws of the jurisdiction under which each such
 
 7 corporation is organized:
 
 8      (1)  Each domestic corporation shall comply with this
 
 9           chapter with respect to the merger or consolidation, as
 
10           the case may be, of domestic corporations and each
 
11           foreign corporation shall comply with the laws of the
 
12           jurisdiction under which it is organized; and
 
13      (2)  If the surviving or new corporation, as the case may
 
14           be, is to be governed by the laws of any jurisdiction
 
15           other than this State, it shall comply with the
 
16           provisions of this chapter with respect to foreign
 
17           corporations if it is to conduct affairs in this State,
 
18           and it shall deliver to the director for filing:
 
19           (A)  An agreement that the surviving or new corporation
 
20                may be served with process in this State in any
 
21                proceeding for the enforcement of any obligation
 
22                of any domestic corporation which is a party to
 
23                the merger or consolidation; and
 

 
Page 51                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           (B)  An irrevocable appointment of a resident of this
 
 2                State as the surviving or new corporation's agent
 
 3                to accept service of process in any such
 
 4                proceeding[.], and include the resident's street
 
 5                address in this State.
 
 6      (b)  The effect of the merger or consolidation shall be the
 
 7 same as in the case of the merger or consolidation of domestic
 
 8 corporations except where the surviving or new corporations are
 
 9 governed by laws other than those of this State, insofar as those
 
10 laws otherwise provide.
 
11      (c)  After approval by the members, or if there are no
 
12 members entitled to vote thereon, by the board of directors, and
 
13 at any time prior to the filing of the articles of merger or
 
14 consolidation, the merger or consolidation may be abandoned
 
15 pursuant to any provisions therefor set forth in the plan of
 
16 merger or consolidation."
 
17      SECTION 40.  Section 415B-91, Hawaii Revised Statutes, is
 
18 amended by amending subsections (b) and (c) to read as follows:
 
19      "(b)  Upon the adoption of a resolution, a statement of
 
20 intent to dissolve the corporation shall be delivered to the
 
21 director for filing and shall set forth:
 
22           (1)  The name of the corporation;
 
23           (2)  The names and [respective residence] addresses of
 

 
Page 52                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1                the corporation's officers and directors;
 
 2           (3)  The manner in which the resolution approving the
 
 3                dissolution was adopted; and
 
 4           (4)  The number of votes by members or directors, as
 
 5                the case may be, cast in favor of the resolution.
 
 6      (c)  The corporation [shall] may publish once in each of
 
 7 four successive weeks in any newspaper of general circulation
 
 8 published in the State, a notice to all creditors of the
 
 9 corporation to present their claims at a place designated in the
 
10 notice within ninety days from the first publication of the
 
11 notice.  The corporation shall mail[, within thirty days from the
 
12 first publication of the notice, postage prepaid,] a [like]
 
13 written notice to each creditor whose name and address is known
 
14 to the corporation and who prior to the mailing of the notice,
 
15 has not presented any claim.  The notice shall provide a mailing
 
16 address where the claim is to be sent and the deadline for
 
17 receipt of the claim, which may not be less than ninety days
 
18 after the date the written notice is received by the creditor,
 
19 and that the claim will be barred if not received by the
 
20 deadline.  All claims, other that tort claims, not so presented
 
21 shall be forever barred.  [The corporation, with the approval of
 
22 the director, may omit the publication of the notice if the
 
23 assets of the corporation are insufficient to pay for the
 

 
Page 53                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1 publication.]"
 
 2      SECTION 41.  Section 415B-94, Hawaii Revised Statutes, is
 
 3 amended to read as follows:
 
 4      "415B-94  Articles of dissolution.  If voluntary
 
 5 dissolution proceedings have not been revoked, when all debts,
 
 6 liabilities, and obligations of the corporation have been paid
 
 7 and discharged, or adequate provision has been made therefor, and
 
 8 all of the remaining property and assets of the corporation have
 
 9 been transferred, conveyed, or distributed pursuant to this
 
10 chapter, articles of dissolution shall be delivered to the
 
11 director for filing and shall be verified on oath and set forth:
 
12      (1)  The name of the corporation;
 
13      (2)  That all debts, obligations, and liabilities of the
 
14           corporation have been paid and discharged or that
 
15           adequate provision has been made therefor;
 
16      (3)  A copy of any plan of distribution as adopted by the
 
17           corporation, or a statement that no plan was so
 
18           adopted;
 
19      (4)  That all of the remaining property and assets of the
 
20           corporation have been transferred, conveyed, or
 
21           distributed pursuant to this chapter;
 
22      (5)  That there are no actions pending against the
 
23           corporation in any court, or that adequate provision
 

 
Page 54                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           has been made for the satisfaction of any judgment,
 
 2           order, or decree which may be entered against the
 
 3           corporation in any pending action;
 
 4      (6)  The dates [on which the] that notice [required by
 
 5           section 415B-91(c)] of the filing of the statement of
 
 6           intent to dissolve the corporation was published[;], or
 
 7           a statement that publication was not made; and
 
 8      (7)  The date that the director filed the statement of
 
 9           intent."
 
10      SECTION 42.  Section 415B-96, Hawaii Revised Statutes, is
 
11 amended to read as follows:
 
12      "415B-96  Revocation of voluntary dissolution proceedings.
 
13 (a)  At any time prior to the filing of the articles of
 
14 dissolution by the director, a corporation may revoke the action
 
15 theretofore taken to dissolve the corporation in the following
 
16 manner:
 
17      (1)  The board of directors shall adopt a resolution
 
18           recommending that the voluntary dissolution proceedings
 
19           be revoked, and directing that the question of
 
20           revocation be submitted to a vote at an annual or
 
21           special meeting of members entitled to vote thereon.
 
22           Written notice stating that the purpose, or one of the
 
23           purposes, of the meeting is to consider the
 

 
Page 55                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           advisability of revoking the voluntary dissolution
 
 2           proceedings, shall be given to each member entitled to
 
 3           vote at the meeting pursuant to this chapter.  A
 
 4           resolution to revoke the voluntary dissolution
 
 5           proceedings shall be adopted upon receiving at least
 
 6           two-thirds of the votes which members present at the
 
 7           meeting or represented by proxy are entitled to
 
 8           cast[.]; or
 
 9      (2)  If there are no members or no members entitled to vote
 
10           on the revocation of voluntary dissolution proceedings,
 
11           a resolution to revoke the voluntary dissolution
 
12           proceedings shall be adopted at a meeting of the board
 
13           of directors upon receiving the vote of a majority of
 
14           the directors in office.
 
15      [(3)] (b)  Upon the adoption of the resolution, a statement
 
16 of revocation of voluntary dissolution proceedings shall set
 
17 forth:
 
18     [(A)] (1)  The name of the corporation;
 
19     [(B)] (2)  The names and [residence] addresses of its
 
20                officers;
 
21     [(C)] (3)  The names and [residence] addresses of its
 
22                directors;
 
23     [(D)] (4)  A copy of the resolution revoking the voluntary
 

 
Page 56                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1                dissolution proceedings;
 
 2     [(E)] (5)  If adoption of the resolution is by the members
 
 3                entitled to vote on the revocation of voluntary
 
 4                dissolution proceedings, the number of members of
 
 5                the corporation and the number of members voting
 
 6                for and against the resolution, respectively; and,
 
 7                if the members of any class are entitled to vote
 
 8                as a class, the designation and number of members
 
 9                of each class and the number of members of each
 
10                class voting for and against the resolution,
 
11                respectively; and
 
12     [(F)] (6)  If the adoption of the resolution is by the board
 
13                of directors, the number of directors voting for
 
14                and against the resolution, respectively.
 
15      (c)  Upon the adoption of the resolution by the members, or
 
16 by the board of directors where there are no members or no
 
17 members entitled to vote thereon, the corporation may again
 
18 conduct its affairs."
 
19      SECTION 43.  Section 415B-98, Hawaii Revised Statutes, is
 
20 amended by amending subsection (a) to read as follows:
 
21      "(a)  Whenever the director certifies that a corporation has
 
22 given any cause for dissolution pursuant to section 415B-97, the
 
23 director may declare the corporation dissolved.  Before the
 

 
Page 57                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1 director may declare a corporation dissolved, the director
 
 2 shall[:
 
 3      (1)  Give] give notice of the ground or grounds for
 
 4           dissolution as provided in section [415-94,] 415B-97,
 
 5           by mailing the notice to the corporation at its last
 
 6           known address appearing in the records of the
 
 7           director[;] and
 
 8     [(2)  Give statewide] may give public notice of the intention
 
 9           to dissolve the corporation [once in each of three
 
10           successive weeks]."
 
11      SECTION 44.  Section 415B-98, Hawaii Revised Statutes, is
 
12 amended by amending subsection (f) to read as follows:
 
13      "(f)  Within two years after the involuntary dissolution of
 
14 a corporation under this section, the corporation may be
 
15 reinstated by the director upon written application executed by
 
16 any two officers of the corporation setting forth such
 
17 information as the director may require, and the payment of all
 
18 delinquent fees, penalties, assessments, taxes, costs of
 
19 involuntary dissolution, and the filing of all reports due and
 
20 unfiled.  Within the applicable reinstatement period, should the
 
21 name of the corporation, or a name substantially identical
 
22 thereto be registered or reserved by another corporation,
 
23 partnership, limited liability company, or limited liability
 

 
Page 58                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1 partnership, or should such name or a name substantially
 
 2 identical thereto be registered as a trade name, trademark, or
 
 3 service mark, then reinstatement shall be allowed only upon the
 
 4 registration of a new name by the involuntarily dissolved
 
 5 corporation pursuant to the amendment provisions of this
 
 6 chapter."
 
 7      SECTION 45.  Section 415B-122, Hawaii Revised Statutes, is
 
 8 amended to read as follows:
 
 9      "415B-122  Corporate name of foreign corporation.  No
 
10 certificate of authority shall be issued to a foreign corporation
 
11 unless its corporate name:
 
12      (1)  Is not the same as, or substantially identical to, the
 
13           name of any [profit or nonprofit] domestic corporation,
 
14           partnership, limited liability company, or limited
 
15           liability partnership existing or registered under the
 
16           laws of this State, or any [profit or nonprofit]
 
17           foreign corporation, [foreign] partnership, [foreign]
 
18           limited liability company, or [foreign] limited
 
19           liability partnership authorized to transact business
 
20           or conduct affairs in this State, [or a corporate] or
 
21           any trade name, trademark, or service mark [reserved
 
22           or] registered [pursuant to the laws of] in this
 
23           State[;], or a name the exclusive right to which is, at
 

 
Page 59                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           the time, reserved in this State, except that this
 
 2           provision shall not apply if the foreign corporation
 
 3           applying for a certificate of authority files with the
 
 4           director any one of the following:
 
 5           (A)  The written consent from the entity or holder of a
 
 6                reserved or registered name to use the same or
 
 7                substantially identical name, and one or more
 
 8                words are added to make the name distinguishable
 
 9                from the other name;
 
10           (B)  A certified copy of a final decree of a court of
 
11                competent jurisdiction establishing the prior
 
12                right of the foreign corporation to the use of the
 
13                name in this State; or
 
14           (C)  A copy of a certificate of registration of a trade
 
15                name by the foreign corporation under which trade
 
16                name that foreign corporation will conduct affairs
 
17                in this State; and
 
18      (2)  Is transliterated into letters of the English alphabet,
 
19           if the name is not in English."
 
20      SECTION 46.  Section 415B-124, Hawaii Revised Statutes, is
 
21 amended to read as follows:
 
22      "415B-124  Application for certificate of authority.  In
 
23 order to procure a certificate of authority to conduct affairs in
 

 
Page 60                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1 this State, a foreign corporation shall submit an application
 
 2 therefor to the director stating:
 
 3      (1)  The name of the corporation and the jurisdiction under
 
 4           which it is incorporated;
 
 5      (2)  The date of incorporation and the period of duration of
 
 6           the corporation;
 
 7      (3)  The mailing address of the principal office of the
 
 8           corporation in the jurisdiction in which it is
 
 9           incorporated;
 
10      (4)  The address of the corporation's proposed registered
 
11           office in this State and the name of its proposed
 
12           registered agent in this State at that address;
 
13      (5)  Any purpose of the corporation which it proposes to
 
14           pursue in conducting its affairs in this State;
 
15      (6)  The names and [respective] addresses of the directors
 
16           and officers of the corporation; and
 
17      (7)  Any additional information necessary or appropriate to
 
18           enable the director to determine whether the
 
19           corporation is entitled to a certificate of authority
 
20           to conduct affairs in this State."
 
21      SECTION 47.  Section 415B-131, Hawaii Revised Statutes, is
 
22 amended to read as follows:
 
23      "415B-131  Amendment to articles of incorporation of
 

 


 

Page 61                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1 foreign corporation.  Whenever the [articles of incorporation of]
 
 2 name of a foreign corporation authorized to conduct affairs in
 
 3 this State [are amended to change its corporate name,] is changed
 
 4 by an amendment to its articles of incorporation, the foreign
 
 5 corporation, within thirty days after the amendment becomes
 
 6 effective, shall deliver to the director [for filing a copy of
 
 7 the amendment] a certificate evidencing the name change, duly
 
 8 [certified] authenticated by the proper officer of the
 
 9 [jurisdiction in] state or country under the laws of which [the
 
10 corporation] it is incorporated.  If the certificate is in a
 
11 foreign language, a translation under oath of the translator
 
12 shall accompany the certificate."
 
13      SECTION 48.  Section 415B-133, Hawaii Revised Statutes, is
 
14 amended to read as follows:
 
15      "415B-133  Merger of foreign corporation authorized to
 
16 conduct affairs in this State.  (a)  Whenever a foreign
 
17 corporation authorized to conduct affairs in this State is a
 
18 party to a statutory merger permitted by the laws of the
 
19 [jurisdiction in] state or country under the laws of which it is
 
20 incorporated, and the corporation is the surviving corporation,
 
21 [the foreign corporation] it shall [deliver to the director for
 
22 filing], within [sixty] thirty days after the merger becomes
 
23 effective, deliver to the director, a [copy of the articles of]
 

 
Page 62                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1 certificate evidencing the merger duly [certified] authenticated
 
 2 by the proper officer of the [jurisdiction in] state or country
 
 3 under the laws of which the statutory merger was effected.  [It
 
 4 shall not be necessary for the surviving corporation to obtain
 
 5 either a new or amended certificate of authority to conduct
 
 6 affairs in this State.]  The certificate evidencing the merger
 
 7 shall be evidence of a change of name if the name of the
 
 8 surviving corporation is changed thereby.  If the certificate is
 
 9 in a foreign language a translation under oath of the translator
 
10 shall accompany the certificate.
 
11      (b)  Whenever a foreign corporation authorized to conduct
 
12 affairs in this State is a party to a statutory merger permitted
 
13 by the laws of the state or country under the laws of which it is
 
14 incorporated, and that corporation is not the surviving
 
15 corporation, the surviving corporation, within thirty days after
 
16 the merger becomes effective, shall deliver to the director for
 
17 filing a certificate evidencing the merger in the form prescribed
 
18 by subsection (a), together with an application for withdrawal of
 
19 the merged foreign corporation in accordance with section 415B-
 
20 134 executed by the surviving corporation on behalf of the merged
 
21 foreign corporation.
 
22      (c)  If the surviving corporation in a merger is to be
 
23 governed by the laws of any state other than this State, it shall
 

 
Page 63                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1 comply with this chapter with respect to foreign corporations if
 
 2 it is to conduct affairs in this State."
 
 3      SECTION 49.  Section 415B-134, Hawaii Revised Statutes, is
 
 4 amended to read as follows:
 
 5      "415B-134  Withdrawal of foreign corporation.  (a)  A
 
 6 foreign corporation authorized to conduct affairs in this State
 
 7 may withdraw from this State by applying to the director for a
 
 8 certificate of withdrawal.  In order to obtain a certificate of
 
 9 withdrawal, a foreign corporation shall deliver to the director
 
10 an application for withdrawal, which shall set forth:
 
11      (1)  The name of the corporation and the jurisdiction in
 
12           which it is incorporated;
 
13      (2)  That the corporation is not conducting affairs in this
 
14           State;
 
15      (3)  That the corporation surrenders its authority to
 
16           conduct affairs in this State;
 
17      (4)  That the corporation revokes the authority of its
 
18           registered agent in this State to accept service of
 
19           process and consents that service of process in any
 
20           action or proceeding based upon any cause of action
 
21           arising in this State during the time the corporation
 
22           was authorized to conduct affairs in this State may
 
23           thereafter be made on such corporation by service
 

 
Page 64                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           thereof on the director;
 
 2      (5)  The dates that notice of the foreign corporation's
 
 3           intent to withdraw from the State was published, once
 
 4           in each of four successive weeks (four publications) in
 
 5           a newspaper of general circulation published in the
 
 6           State[.  The foreign corporation, with the approval of
 
 7           the director, may omit the publication of the notice if
 
 8           the corporation has insufficient assets to pay for the
 
 9           publication;], or a statement that publication was not
 
10           made;
 
11      (6)  That all taxes, debts, obligations, and liabilities of
 
12           the foreign corporation in [the] this State have been
 
13           paid and discharged or that adequate provision has been
 
14           made therefor; and
 
15      (7)  A post office address to which the director may mail a
 
16           copy of any process against the corporation that may be
 
17           served on the director.
 
18      (b)  The application for withdrawal shall be made on forms
 
19 prescribed and furnished by the director and shall be delivered
 
20 to and filed by the director."
 
21      SECTION 50.  Section 415B-155, Hawaii Revised Statutes, is
 
22 amended by amending subsection (a) to read as follows:
 
23      "(a)  The following fees shall be paid to the director upon
 

 
Page 65                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1 the filing of corporate documents:
 
 2      (1)  Articles of incorporation, $50;
 
 3      (2)  Articles of amendment, $20;
 
 4      (3)  Restated articles of incorporation, $20;
 
 5      (4)  Articles of merger or consolidation, $100;
 
 6      (5)  Articles of conversion, $200;
 
 7      (6)  Articles of dissolution, $20;
 
 8      (7)  Annual report of nonprofit domestic [and] or foreign
 
 9           [corporations,] corporation, $5;
 
10      (8)  Any other statement, report, certificate, application,
 
11           or other corporate document, except an annual report,
 
12           of a nonprofit domestic or foreign corporation, $20;
 
13      (9)  Application for a certificate of authority, $50;
 
14     (10)  Application for a certificate of withdrawal, $20;
 
15     (11)  Reservation of corporate name, $20;
 
16     (12)  Transfer of reservation of corporate name, $20;
 
17     (13)  Good standing certificate, $20;
 
18     (14)  Special handling fee for review of corporation
 
19           documents, excluding articles of merger or
 
20           consolidation, $50;
 
21     (15)  Special handling fee for review of articles of
 
22           conversion, merger, or consolidation, $150;
 
23     (16)  Special handling fee for certificates issued by the
 

 
Page 66                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           department, $20 per certificate; [and]
 
 2     (17)  Special handling fee for certification of documents, $1
 
 3           per page[.]; and
 
 4     (18)  Agent's statement of change of registered office, $20
 
 5           for each affected domestic corporation or foreign
 
 6           corporation; provided that if more than two hundred
 
 7           simultaneous filings are made, the fee shall be reduced
 
 8           to $1 for each affected domestic corporation or foreign
 
 9           corporation."
 
10      SECTION 51.  section 425-1, Hawaii Revised Statutes, is
 
11 amended to read as follows:
 
12      "425-1  Registration and annual statements.  (a)  Whenever
 
13 any general partnership is formed under the laws of [the] this
 
14 State to do business in [the] this State, or any general
 
15 partnership formed under the laws of any other jurisdiction shall
 
16 do business in [the] this State, such partnership shall file in
 
17 the office of the director of commerce and consumer affairs the
 
18 registration and annual statements hereinafter provided.  A
 
19 registration statement shall be filed by a partnership formed
 
20 under the laws of [the] this State within thirty days after the
 
21 partnership is formed and by a partnership formed under the laws
 
22 of any other jurisdiction within thirty days after the
 
23 commencement of business in [the] this State.  An annual
 

 
Page 67                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1 statement shall be filed on or before March 31 of each year, as
 
 2 of December 31 of the preceding year.  Every such registration
 
 3 statement shall contain the following information:
 
 4      (1)  The name of the partnership;
 
 5      (2)  The name and [residence] address of each partner;
 
 6      (3)  The street address of the chief executive office of the
 
 7           partnership in the State and, if the partnership is one
 
 8           formed under the laws of any other jurisdiction, the
 
 9           name of the jurisdiction and the street address of the
 
10           partnership's chief executive office and of one office
 
11           in this State, if there is one;
 
12      (4)  The date the partnership was formed and, if the
 
13           partnership is one formed under the laws of any other
 
14           jurisdiction, the date the partnership commenced
 
15           business in [the] this State;
 
16      (5)  The fact that none of the partners is either a minor or
 
17           an incompetent person;
 
18      (6)  In the case of a foreign general partnership, the
 
19           designation of a person residing within [the] this
 
20           State as agent for service of process and notice[;],
 
21           and the person's street address; and
 
22      (7)  The names of the partners authorized to execute an
 
23           instrument transferring real property held in the name
 

 
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                                                        S.D. 1
                                                        


 1           of the partnership, and may state the authority, or
 
 2           limitations on the authority, of some or all of the
 
 3           partners to enter into other transactions on behalf of
 
 4           the partnership and any other matter.
 
 5      (b)  Every such annual statement shall contain the
 
 6 information specified in paragraphs (1), (2), (3), (5), (6) and a
 
 7 listing of the names of any partner admitted, withdrawn, or who
 
 8 has died during the year.
 
 9      (c)  The registration statement of a domestic partnership
 
10 shall be certified by each partner, and the registration
 
11 statement of a foreign partnership shall be certified by at least
 
12 one partner.  Each annual statement shall be certified as correct
 
13 by any partner."
 
14      SECTION 52.  Section 425-6, Hawaii Revised Statutes, is
 
15 amended to read as follows:
 
16      "425-6  Partnership name.  (a)  No statement or certificate
 
17 of any partnership [having a name] shall be recorded by the
 
18 director unless the name:
 
19      (1)  Is not the same as, or substantially identical to the
 
20           name of any domestic corporation, partnership, limited
 
21           liability company, or limited liability partnership
 
22           existing or registered [to do business] under the laws
 
23           of [the] this State, or any foreign corporation,
 

 
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                                                        S.D. 1
                                                        


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

 
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                                                        S.D. 1
                                                        


 1 mark.
 
 2      [(b)] (c)  The director may make, amend, and repeal such
 
 3 rules as may be necessary to carry out the purposes of this
 
 4 section."
 
 5      SECTION 53.  Section 425-12, Hawaii Revised Statutes, is
 
 6 amended by amending subsection (a) to read as follows:
 
 7      "(a)  The following fees shall be paid to the director upon
 
 8 the filing of general partnership documents:
 
 9      (1)  Partnership registration statement, $25;
 
10      (2)  Partnership change of name statement, $25;
 
11      (3)  Partnership dissolution statement, $25;
 
12      (4)  Foreign general partnership registration statement,
 
13           $25;
 
14      (5)  Statement of change, $25;
 
15      (6)  Application [[]for[]] certificate of withdrawal, $10;
 
16      (7)  Statement of correction, $25;
 
17      (8)  Reservation of name, $20;
 
18      (9)  Transfer of reservation of name, $20;
 
19     (10)  Annual statement for domestic or foreign general
 
20           partnership, $10;
 
21     (11)  Good standing certificate, $25;
 
22     (12)  Articles of conversion, $200;
 
23     (13)  Any other statement, certificate, or other document for
 

 
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                                                        S.D. 1
                                                        


 1           a domestic or foreign general partnership, $25;
 
 2     (14)  Special handling fee for review of any general
 
 3           partnership document, $20;
 
 4     (15)  Special handling fee for certificates issued by the
 
 5           director, $20 per certificate;
 
 6     (16)  Special handling fee for certification of documents, $1
 
 7           per page; [and]
 
 8     (17)  Special handling fee for review of articles of
 
 9           conversion, $150[.] ; and
 
10     (18)  Agent's statement of change of address, $25 for each
 
11           affected foreign general partnership; provided that if
 
12           more than two hundred simultaneous filings are made,
 
13           the fee shall be reduced to $1 for each affected
 
14           foreign general partnership."
 
15      SECTION 54.  Section 425-14, Hawaii Revised Statutes, is
 
16 amended by amending subsection (b) to read as follows:
 
17      "(b) Within two years after the involuntary cancellation of
 
18 a general partnership under this section, the registration
 
19 statement of the general partnership may be reinstated by the
 
20 director upon written application executed by any partner of the
 
21 general partnership setting forth such information as the
 
22 director may require, and the payment of all delinquent fees,
 
23 penalties, assessments, taxes, costs of involuntary cancellation,
 

 
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                                                        S.D. 1
                                                        


 1 and the filing of all statements due and unfiled.  Within the
 
 2 applicable reinstatement period, should the name of the general
 
 3 partnership, or a name substantially identical thereto be
 
 4 registered or reserved by another corporation, partnership,
 
 5 limited liability company, or limited liability partnership, or
 
 6 should such name or a name substantially identical thereto be
 
 7 registered as a trade name, trademark, or service mark, then
 
 8 reinstatement shall be allowed only upon the registration of a
 
 9 new name by the involuntarily canceled general partnership
 
10 pursuant to the amendment provisions of this chapter."
 
11      SECTION 55.  Section 425-17, Hawaii Revised Statutes, is
 
12 amended to read as follows:
 
13      "425-17  Withdrawal procedure for foreign general
 
14 partnership.  (a)  Any foreign general partnership which has
 
15 qualified to transact business in this State may withdraw and
 
16 surrender its right to engage in business within this State by
 
17 securing from the director of commerce and consumer affairs a
 
18 certificate of withdrawal.  Any such general partnership shall
 
19 file in the office of the director an application for withdrawal,
 
20 certified and signed by a general partner, which shall set forth:
 
21      (1)  The name of the foreign general partnership, and the
 
22           state or country under the laws of which it is formed;
 
23      (2)  That the foreign general partnership is not transacting
 

 
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                                                        S.D. 1
                                                        


 1           business in this State;
 
 2      (3)  That the foreign general partnership surrenders its
 
 3           authority to transact business in this State;
 
 4      (4)  That the foreign general partnership revokes the
 
 5           authority of its registered agent in this State to
 
 6           accept service of process, and consents that service or
 
 7           process in any action, suit, or proceeding based upon
 
 8           any cause of action arising in this State during the
 
 9           time the partnership was authorized to transact
 
10           business in this State may thereafter be made on the
 
11           partnership by service thereof on the director;
 
12     [(5)  The name and residence address of each general partner;
 
13     (6)]  (5) The dates that notice of the foreign general
 
14           partnership's intent to withdraw from the State was
 
15           published, once in each of four successive weeks (four
 
16           publications) in a newspaper of general circulation
 
17           published in [the] this State[.  The foreign general
 
18           partnership, with the approval of the director may omit
 
19           the publication of the notice if the partnership has
 
20           insufficient assets to pay for the publication;], or a
 
21           statement that publication was not made;
 
22     [(7)] (6)  That all taxes, debts, obligations, and
 
23           liabilities of the foreign general partnership in [the]
 

 
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                                                        S.D. 1
                                                        


 1           this State have been paid and discharged or that
 
 2           adequate provision has been made therefor;
 
 3     [(8)] (7)  A mailing address to which the director may mail a
 
 4           copy of any process against the foreign general
 
 5           partnership that may be served on the director; and
 
 6    [(9)]  (8)  Such additional information as may be necessary or
 
 7           appropriate to enable the director to determine and
 
 8           assess any unpaid fees payable by the foreign general
 
 9           partnership.
 
10      (b)  Upon the filing of the application for withdrawal, and
 
11 after the payment of a fee of $10, the director shall issue a
 
12 certificate of withdrawal, which shall be effective as of the
 
13 date of the filing of the application for withdrawal, and the
 
14 authority of the foreign general partnership to transact business
 
15 in this State shall then cease.  No such general partnership may
 
16 withdraw from this State without complying with the aforesaid
 
17 conditions and until such compliance, service of legal notices,
 
18 and processes may be made on any agent of the general partnership
 
19 within [the] this State, or if none can be found, service of such
 
20 notices and processes upon the director of commerce and consumer
 
21 affairs shall be deemed sufficient service of such notices and
 
22 processes upon it."
 
23      SECTION 56.  Section 425-164, Hawaii Revised Statutes, is
 

 
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                                                        S.D. 1
                                                        


 1 amended by amending subsection (b) to read as follows:
 
 2      "(b)  No certificate of a limited liability partnership or
 
 3 registration for a foreign limited liability partnership shall be
 
 4 accepted by the director [if] unless the name of the domestic or
 
 5 foreign limited liability partnership:
 
 6      (1)  Is not the same as, or substantially identical to, the
 
 7           name of any domestic corporation, [domestic]
 
 8           partnership, [domestic] limited liability company, or
 
 9           [domestic] limited liability partnership[,] existing or
 
10           registered under the laws of [the] this State, or any
 
11           foreign corporation, [foreign] partnership, [foreign]
 
12           limited liability company, or [foreign] limited
 
13           liability partnership authorized to transact business
 
14           in [the] this State, or any trade name, [service mark,
 
15           or] trademark, or service mark registered in this
 
16           State, or a name the exclusive right to which is, at
 
17           the time, reserved[,] in this State, except that this
 
18           provision shall not apply if the domestic or foreign
 
19           limited liability partnership [applying for
 
20           registration] files with the director either of the
 
21           following:
 
22           (A)  The written consent [of] from the entity or holder
 
23                of [the registered or] a reserved or registered
 

 
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                                                        S.D. 1
                                                        


 1                name to use the same or substantially identical
 
 2                name, and one or more words are added to make the
 
 3                name distinguishable from the other name; or
 
 4           (B)  A certified copy of a final decree of a court of
 
 5                competent jurisdiction establishing the prior
 
 6                right of the domestic or foreign limited liability
 
 7                partnership to the use of the name in this State;
 
 8                and
 
 9      (2)  In the case of a foreign limited liability partnership,
 
10           is [not] transliterated into letters of the English
 
11           alphabet, if the name is not in English."
 
12      SECTION 57.  Section 425-169, Hawaii Revised Statutes, is
 
13 amended by amending subsection (a) to read as follows:
 
14      "(a)  The director shall collect the following fees for
 
15 documents filed under this part:
 
16      (1)  For each change of partnership name or statement of
 
17           dissolution filed, a fee of $5 per partner, subject to
 
18           a maximum fee of $5,000;
 
19      (2)  For each annual statement filed, a fee of $50;
 
20      (3)  For each limited liability partnership registered, a
 
21           fee of $100 for each partner, subject to a maximum fee
 
22           of $10,000;
 
23      (4)  For each foreign limited liability partnership
 

 
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                                                        S.D. 1
                                                        


 1           registered, a fee of $1,000 if the partnership has
 
 2           fewer than ten partners; $5,000 if the partnership has
 
 3           ten or more but fewer than fifty partners; and $10,000
 
 4           if the partnership has fifty or more partners;
 
 5      (5)  For each reservation or transfer of limited liability
 
 6           partnership name, a fee of $100;
 
 7      (6)  For each certificate of correction or certificate of
 
 8           amendment, a fee of $100;
 
 9      (7)  For each certificate of good standing, a fee of $100;
 
10      (8)  For review of articles of conversion, a fee of $200;
 
11      (9)  For any other certificate, statement, or document, a
 
12           fee of $100; [and]
 
13     (10)  For each certification of domestic or foreign
 
14           partnership, a fee of $100[.]; and
 
15     (11)  Agent's statement of change of address, $100 for each
 
16           affected foreign limited liability partnership;
 
17           provided that if more than two hundred simultaneous
 
18           filings are made, the fee shall be reduced to $1 for
 
19           each affected foreign limited liability partnership."
 
20      SECTION 58.  Section 425-171, Hawaii Revised Statutes, is
 
21 amended by amending subsection (b) to read as follows:
 
22      "(b)  Within two years after the involuntary cancellation of
 
23 a domestic [or foreign] limited liability partnership under this
 

 
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                                                        S.D. 1
                                                        


 1 section, the registration statement of the domestic [or foreign]
 
 2 limited liability partnership may be reinstated by the director
 
 3 upon written application executed by any partner of the domestic
 
 4 limited liability partnership setting forth such information as
 
 5 the director may require, and the payment of all delinquent fees,
 
 6 penalties, assessments, taxes, costs of involuntary cancellation,
 
 7 and the filing of all statements due and unfiled.  Within the
 
 8 applicable reinstatement period, should the name of the domestic
 
 9 limited liability partnership, or a name substantially identical
 
10 thereto[,] be registered or reserved by another corporation,
 
11 partnership, limited liability company, or limited liability
 
12 partnership, or should such name or a name substantially
 
13 identical thereto be registered as a trade name, trademark, or
 
14 service mark, then reinstatement shall be allowed only upon the
 
15 registration of a new name by the involuntarily canceled domestic
 
16 limited liability partnership pursuant to the amendment
 
17 provisions of this chapter."
 
18      SECTION 59.  Section 425-172, Hawaii Revised Statutes, is
 
19 amended by amending subsection (a) to read as follows:
 
20      "(a)  Any foreign limited liability partnership that has
 
21 registered under section 425-155 to transact business in this
 
22 State may withdraw and surrender its right to engage in business
 
23 within this State by securing from the director a certificate of
 

 
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                                                        S.D. 1
                                                        


 1 withdrawal.  Any such partnership shall file in the office of the
 
 2 director an application for withdrawal, certified and signed by a
 
 3 partner, that shall set forth:
 
 4      (1)  The name of the foreign limited liability partnership,
 
 5           and the jurisdiction in which, or in accordance with
 
 6           the laws of which, it is formed;
 
 7      (2)  That the foreign limited liability partnership is not
 
 8           transacting business in this State;
 
 9      (3)  That the foreign limited liability partnership
 
10           surrenders its authority to transact business in this
 
11           State;
 
12      (4)  That the foreign limited liability partnership revokes
 
13           the authority of its registered agent in this State to
 
14           accept service of process, and consents that service of
 
15           process in any action, suit, or proceeding based upon
 
16           any cause of action arising in this State during the
 
17           time the partnership was authorized to transact
 
18           business in this State may thereafter be made on the
 
19           partnership by service thereof on the director;
 
20     [(5)  The name and resident address of each partner resident
 
21           in Hawaii;
 
22      (6)] (5)  The dates that notice of the foreign limited
 
23           liability partnership's intent to withdraw from [the]
 

 
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                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           this State was published, once in each of four
 
 2           successive weeks (four publications) in a newspaper of
 
 3           general circulation published in [the] this State[.
 
 4           The foreign limited liability partnership, with the
 
 5           approval of the director, may omit the publication of
 
 6           the notice if the partnership has insufficient assets
 
 7           to pay for the publication;], or a statement that
 
 8           publication was not made;
 
 9     [(7)] (6)  That all taxes, debts, obligations, and
 
10           liabilities of the foreign limited liability
 
11           partnership in [the] this State have been paid and
 
12           discharged or that adequate provision has been made
 
13           therefor;
 
14     [(8)] (7)  A mailing address to which the director may mail a
 
15           copy of any process against the foreign limited
 
16           liability partnership that may be served on the
 
17           director; and
 
18     [(9)] (8)  Additional information as may be necessary or
 
19           appropriate to enable the director to determine and
 
20           assess any unpaid fees payable by the foreign limited
 
21           liability partnership."
 
22      SECTION 60.  Section 425D-102, Hawaii Revised Statutes, is
 
23 amended to read as follows:
 

 
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                                                        S.D. 1
                                                        


 1      "425D-102  Name.  (a)  The name of each limited partnership
 
 2 as set forth in its certificate of limited partnership:
 
 3      (1)  May not contain the name of a limited partner unless:
 
 4           (A)  It is also the name of a general partner or the
 
 5                corporate name of a corporate general partner; or
 
 6           (B)  The business of the limited partnership had been
 
 7                carried on under that name before the admission of
 
 8                that limited partner;
 
 9      (2)  Shall not be the same as, or substantially identical
 
10           to, the name of any domestic corporation, [domestic]
 
11           partnership, [domestic] limited liability company, or
 
12           [domestic] limited liability partnership existing or
 
13           registered under the laws of this State, or any foreign
 
14           corporation, [foreign] partnership, [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[, or the name of a
 
20           partnership which has in effect a registration of its
 
21           partnership name as provided in this chapter,] in this
 
22           State, except that this provision shall not apply if
 
23           the applicant [filed] files with the director either of
 

 
Page 82                                                    2483
                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           the following:
 
 2           (A)  The written consent [of] from the [other
 
 3                partnership] entity or holder of a reserved or
 
 4                registered name to use the same or substantially
 
 5                identical name, and one or more words are added to
 
 6                make the name distinguishable from the other name;
 
 7                or
 
 8           (B)  A certified copy of a final decree of a court of
 
 9                competent jurisdiction establishing the prior
 
10                right of the applicant to the use of the name in
 
11                this State.
 
12      (b)  The director may adopt, amend, and repeal such rules as
 
13 may be necessary to carry out the purpose of this section."
 
14      SECTION 61.  Section 425D-201, Hawaii Revised Statutes, is
 
15 amended by amending subsection (a) to read as follows:
 
16      "(a)  In order to form a limited partnership, a certificate
 
17 of limited partnership [must] shall be executed and delivered to
 
18 the office of the director for filing.  The certificate shall set
 
19 forth:
 
20      (1)  The name of the limited partnership;
 
21      (2)  The address of the principal office;
 
22      (3)  The name and the [residence] address of each general
 
23           partner;
 

 
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                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1      (4)  The name and address of each limited partner;
 
 2      (5)  The latest date upon which the limited partnership is
 
 3           to dissolve; and
 
 4      (6)  Any other matter the general partners determine to
 
 5           include therein."
 
 6      SECTION 62.  Section 425D-203, Hawaii Revised Statutes, is
 
 7 amended by amending subsection (a) to read as follows:
 
 8      "(a)  A certificate of limited partnership shall be canceled
 
 9 upon the dissolution and the commencement of winding up of the
 
10 partnership or when there are no limited partners.  A certificate
 
11 of cancellation shall be delivered to the director for filing and
 
12 shall set forth:
 
13      (1)  The name of the limited partnership;
 
14      (2)  The date of filing of its certificate of limited
 
15           partnership;
 
16      (3)  The reason for filing the certificate of cancellation;
 
17           and
 
18      (4)  The effective date, which shall be a date and time
 
19           certain, of cancellation, if it is not to be effective
 
20           upon the filing of the certificate[; and
 
21      (5)  Any other information the general partners filing the
 
22           certificate determine]."
 
23      SECTION 63.  Section 425D-203.5, Hawaii Revised Statutes, is
 

 
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                                                        S.D. 1
                                                        


 1 amended to read as follows:
 
 2      "[[]425D-203.5[]]  Annual statement.  (a)  Every limited
 
 3 partnership shall file an annual statement on or before March 31
 
 4 of each year as of December 31 of the preceding year containing
 
 5 the following information:
 
 6      (1)  The name of the limited partnership;
 
 7      (2)  The name and [residence] address of each general
 
 8           partner;
 
 9      (3)  The name and address of each limited partner;
 
10     [(4)  The nature of the limited partnership business;
 
11      (5)] (4)  The location of the principal place of business of
 
12           the limited partnership in this State; and
 
13     [(6)] (5)  The fact that none of the partners is either a
 
14           minor or an incompetent person.
 
15      (b)  Each annual statement shall be certified as correct by
 
16 any general partner."
 
17      SECTION 64.  Section 425D-902, Hawaii Revised Statutes, is
 
18 amended to read as follows:
 
19      "425D-902  Registration.  Before transacting business in
 
20 this State, a foreign limited partnership shall register with the
 
21 director.  In order to register, a foreign limited partnership
 
22 shall submit to the director an application for registration as a
 
23 foreign limited partnership, certified and signed by a general
 

 
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                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1 partner and setting forth:
 
 2      (1)  The name of the foreign limited partnership;
 
 3      (2)  The state and date of its formation;
 
 4      (3)  The name and street address of any qualified agent for
 
 5           service of process on the foreign limited partnership
 
 6           whom the foreign limited partnership elects to appoint;
 
 7           the agent [must] shall be an individual resident of
 
 8           this State or a domestic corporation;
 
 9      (4)  The address of the office required to be maintained in
 
10           the state of its organization by the laws of that state
 
11           or, if not so required, of the principal office of the
 
12           foreign limited partnership;
 
13      (5)  The name and [residence] address of each general
 
14           partner; and
 
15      (6)  The address of the office at which is kept a list of
 
16           the names and addresses of the limited partners and
 
17           their capital contributions, together with a written
 
18           commitment on the part of the foreign limited
 
19           partnership that it will keep those records until the
 
20           registration of the foreign limited partnership in this
 
21           State is canceled or withdrawn."
 
22      SECTION 65.  Section 425D-904, Hawaii Revised Statutes, is
 
23 amended by amending subsection (a) to read as follows:
 

 
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                                                        S.D. 1
                                                        


 1      "(a)  No registration for a foreign limited partnership
 
 2 shall be accepted by the director [if] unless the name of such
 
 3 foreign limited partnership:
 
 4      (1)  Is not the same as, or substantially identical to, the
 
 5           name of any domestic corporation, [domestic]
 
 6           partnership, [domestic] limited liability company, or
 
 7           [domestic] limited liability partnership existing or
 
 8           registered [to do business] under the laws of this
 
 9           State, or any foreign corporation, [foreign]
 
10           partnership, [foreign] limited liability company, or
 
11           [foreign] limited liability partnership authorized to
 
12           transact business in this State, or any trade name,
 
13           [service mark, or] trademark, or service mark
 
14           registered in this State, or a name the exclusive right
 
15           to which is, at the time, reserved[,] in this State,
 
16           except that this provision shall not apply if the
 
17           foreign limited partnership [applying for registration]
 
18           files with the director either of the following:
 
19           (A)  The written consent [of] from the entity or holder
 
20                of [the registered or] a reserved or registered
 
21                name to use the same or substantially identical
 
22                name, and one or more words are added to make the
 
23                name distinguishable from the other name; or
 

 
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                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           (B)  A certified copy of a final decree of a court of
 
 2                competent jurisdiction establishing the prior
 
 3                right of the foreign limited partnership to the
 
 4                use of the name in this State; and
 
 5      (2)  Is [not] transliterated into letters of the English
 
 6           alphabet, if the name is not in English."
 
 7      SECTION 66.  Section 425D-906, Hawaii Revised Statutes, is
 
 8 amended by amending subsection (a) to read as follows:
 
 9      "(a)  A foreign limited partnership registered to transact
 
10 business in this State may withdraw from [the] this State upon
 
11 procuring from the director a certificate of withdrawal.  In
 
12 order to procure a certificate of withdrawal, the foreign limited
 
13 partnership shall deliver to the director an application for
 
14 withdrawal, certified and signed by a general partner, which
 
15 shall set forth:
 
16      (1)  The name of the foreign limited partnership and the
 
17           state or country under the laws of which it is formed;
 
18      (2)  That the foreign limited partnership is not transacting
 
19           business in this State;
 
20      (3)  That the foreign limited partnership surrenders its
 
21           authority to transact business in this State;
 
22      (4)  That the foreign limited partnership revokes the
 
23           authority of its registered agent in this State to
 

 
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                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           accept service of process and consents that service of
 
 2           process in any action, suit, or proceeding based upon
 
 3           any cause of action arising in this State during the
 
 4           time the partnership was authorized to transact
 
 5           business in this State may thereafter be made on the
 
 6           partnership by service thereof on the director;
 
 7      (5)  The name and [residence] address of each general
 
 8           partner;
 
 9      (6)  The dates that notice of the foreign limited
 
10           partnership's intent to withdraw from [the] this State
 
11           was published, once in each of four successive weeks
 
12           (four publications) in a newspaper of general
 
13           circulation published in [the] this State[.  The
 
14           foreign limited partnership, with the approval of the
 
15           director, may omit the publication of the notice if the
 
16           partnership has insufficient assets to pay for the
 
17           publication;], or a statement that publication was not
 
18           made;
 
19      (7)  That all taxes, debts, obligations, and liabilities of
 
20           the foreign limited partnership in [the] this State
 
21           have been paid and discharged or that adequate
 
22           provision has been made therefor;
 
23      (8)  A mailing address to which the director may mail a copy
 

 
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                                     H.B. NO.           H.D. 1
                                                        S.D. 1
                                                        


 1           of any process against the foreign limited partnership
 
 2           that may be served on the director; and
 
 3      (9)  Such additional information as may be necessary or
 
 4           appropriate in order to enable the director to
 
 5           determine and assess any unpaid fees payable by the
 
 6           foreign limited partnership."
 
 7      SECTION 67.  Section 425D-906.5, Hawaii Revised Statutes, is
 
 8 amended to read as follows:
 
 9      "[[]425D-906.5[]]  Annual statement.  (a)  Every foreign
 
10 limited partnership registered in this State shall file an annual
 
11 statement on or before March 31 of each year as of December 31 of
 
12 the preceding year containing the following information:
 
13      (1)  The name of the limited partnership;
 
14      (2)  The name and [residence] address of each general
 
15           partner;
 
16      (3)  The name and address of each limited partner;
 
17     [(4)  The nature of the limited partnership business;
 
18      (5)] (4)  The name of the jurisdiction where the limited
 
19           partnership was formed and the location of the
 
20           principal place of business of the partnership; and
 
21     [(6)] (5)  The fact that none of the partners is either a
 
22           minor or incompetent.
 
23      (b)  Each annual statement shall be certified as correct by
 

 
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 1 any general partner."
 
 2      SECTION 68.  Section 425D-1107, Hawaii Revised Statutes, is
 
 3 amended by amending subsection (a) to read as follows:
 
 4      "(a)  The following fees shall be paid to the director upon
 
 5 the filing of limited partnership documents:
 
 6      (1)  Certificate of limited partnership, $50;
 
 7      (2)  Any certificate of amendment, restatement, or
 
 8           correction, $20;
 
 9      (3)  Certificate of cancellation, $20;
 
10      (4)  Annual statement for domestic or foreign limited
 
11           partnership, $10;
 
12      (5)  Any other certificate or document of domestic or
 
13           foreign limited partnership, $20;
 
14      (6)  Application for registration as a foreign limited
 
15           partnership, $100;
 
16      (7)  Any certificate of amendment or agent change for
 
17           foreign limited partnership, $20;
 
18      (8)  Application for certificate of withdrawal of foreign
 
19           limited partnership, $20;
 
20      (9)  Reservation of name, $20;
 
21     (10)  Transfer of reservation of name, $20;
 
22     (11)  Good standing certificate, $20;
 
23     (12)  Filing articles of conversion, $200;
 

 
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 1     (13)  Special handling fee for review of articles of
 
 2           conversion, $150;
 
 3     (14)  Special handling fee for review of any limited
 
 4           partnership document, $50;
 
 5     (15)  Special handling fee for certificates issued by the
 
 6           director, $20 per certificate; [and]
 
 7     (16)  Special handling fee for certification of documents, $1
 
 8           per page[.]; and
 
 9     (17)  Agent's statement of change of address, $20 for each
 
10           affected foreign limited partnership; provided that if
 
11           more than two hundred simultaneous filings are made,
 
12           the fee shall be reduced to $1 for each affected
 
13           foreign limited partnership."
 
14      SECTION 69.  Section 428-105, Hawaii Revised Statutes, is
 
15 amended by amending subsection (b) to read as follows:
 
16      "(b)  Except as authorized by subsections (c) and (d), the
 
17 name of a limited liability company [must] shall not be the same
 
18 as, or substantially identical to:
 
19      (1)  The name of any domestic corporation, partnership,
 
20           limited liability company, or limited liability
 
21           partnership existing or registered under the laws of
 
22           this State;
 
23      (2)  The name of any foreign corporation, [foreign]
 

 
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 1           partnership, [foreign] limited liability company, or
 
 2           [foreign] limited liability partnership authorized to
 
 3           transact business in this State;
 
 4      (3)  A name the exclusive right to which is reserved under
 
 5           the laws of this State;
 
 6      (4)  A fictitious name approved under section 428-1005 for a
 
 7           foreign limited liability company authorized to
 
 8           transact business in this State because its real name
 
 9           is unavailable; or
 
10      (5)  Any trade name, [service mark, or] trademark, or
 
11           service mark registered in this State."
 
12      SECTION 70.  Section 428-203, Hawaii Revised Statutes, is
 
13 amended by amending subsection (a) to read as follows:
 
14      "(a)  Articles of organization of a limited liability
 
15 company [must] shall set forth:
 
16      (1)  The name of the company;
 
17      (2)  The street address of the initial designated office, or
 
18           if no street address is available, the rural post
 
19           office number or post office box designated or made
 
20           available by the United States Postal Service;
 
21      (3)  The name and street address of the initial agent for
 
22           service of process;
 
23      (4)  The name and address of each organizer;
 

 
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 1      (5)  Whether the duration of the company is for a specified
 
 2           term and, if so, the period specified;
 
 3      (6)  Whether the company is to be manager-managed, and:
 
 4           (A)  If so, the name and [residence street] address of
 
 5                each initial manager, [or if no street address is
 
 6                available, the rural post office number or post
 
 7                office box designated or made available by the
 
 8                United States Postal Service,] and the number of
 
 9                initial members; or
 
10           (B)  If not, the name and [residence street] address of
 
11                each initial member[, or if no street address is
 
12                available, the rural post office number or post
 
13                office box designated or made available by the
 
14                United States Postal Service]; and
 
15      (7)  Whether the members of the company are to be liable for
 
16           its debts and obligations under section 428-303(c)."
 
17      SECTION 71.  Section 428-204, Hawaii Revised Statutes, is
 
18 amended to read as follows:
 
19      "[[]428-204[]  Amendment or restatement of articles of
 
20 organization. (a)  Articles] Articles of amendment.  A limited
 
21 liability company may amend its articles of organization [of a
 
22 limited liability company may be amended at any] from time [by
 
23 delivering articles of amendment to the director for filing.] 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 organization as amended contain only those
 
 3 provisions which may be lawfully contained in original articles
 
 4 of organization at the time of making the amendment.  The
 
 5 articles of amendment shall [contain the following:] be delivered
 
 6 to the director for filing and shall set forth:
 
 7      (1)  The name of the limited liability company; and
 
 8      (2)  The amendment to the articles of organization,
 
 9           referencing specifically the provisions being amended.
 
10      [(b)  A limited liability company at any time may restate
 
11 its articles of organization as theretofore amended.  Restated
 
12 articles of organization shall be signed and filed in the same
 
13 manner as articles of amendment.  Restated articles of
 
14 organization shall set forth all of the operative provisions of
 
15 the articles of organization as theretofore amended, together
 
16 with a statement that, except for the amendments specifically
 
17 referenced therein, the restated articles of organization
 
18 correctly set forth without change the corresponding provisions
 
19 of the articles of organization as theretofore amended, and that
 
20 the restated articles of organization supersede the original
 
21 articles of organization and all amendments thereto.]"
 
22      SECTION 72.  Section 428-204.5, Hawaii Revised Statutes, is
 
23 amended by amending subsection (a) to read as follows:
 

 
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 1      "(a)  A limited liability company may at any time [may]
 
 2 amend and restate its articles of organization by complying with
 
 3 the procedures and requirements of [section] sections 428-204[.]
 
 4 and 428-   ."
 
 5      SECTION 73.  Section 428-210, Hawaii Revised Statutes, is
 
 6 amended by amending subsection (a) to read as follows:
 
 7      "(a)  Each limited liability company and each foreign
 
 8 limited liability company authorized to transact business in this
 
 9 State shall deliver to the director for filing an annual report
 
10 that sets forth:
 
11      (1)  The name of the company and the state or country under
 
12           whose law it is organized;
 
13      (2)  The street address of its designated office and the
 
14           name and street address of its agent for service of
 
15           process in this State, provided that if no street
 
16           address is available the rural post office number or
 
17           post office box designated or made available by the
 
18           United States Postal Service;
 
19      (3)  The street address of its principal office, or if no
 
20           street address is available, the rural post office
 
21           number or post office box designated or made available
 
22           by the United States Postal Service; and
 
23      (4)  Whether the company is manager-managed, and:
 

 
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 1           (A)  If so, the name and [residence street] address of
 
 2                each manager, [or if no street address is
 
 3                available, the rural post office number or post
 
 4                office box designated or made available by the
 
 5                United States Postal Service,] and the number of
 
 6                members; or
 
 7           (B)  If not, the name and [residence street] address of
 
 8                each member[, or if no street address is
 
 9                available, the rural post office number or post
 
10                office box designated or made available by the
 
11                United States Postal Service]."
 
12      SECTION 74.  Section 428-805, Hawaii Revised Statutes, is
 
13 amended by amending subsection (a) to read as follows:
 
14      "(a)  At any time after dissolution and winding up, and when
 
15 all debts, liabilities, and obligations of the limited liability
 
16 company have been paid and discharged, or adequate provision has
 
17 been made therefor, and all remaining property and assets of the
 
18 limited liability company, if any, have been distributed to its
 
19 members, a limited liability company may terminate its existence
 
20 by delivering for filing with the director articles of
 
21 termination stating:
 
22      (1)  The name of the company;
 
23      (2)  The dates the notice of intent to terminate was
 

 
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 1           published pursuant to section 428-808 and the name of
 
 2           the newspaper publishing the notice[;], or a statement
 
 3           that publication was not made;
 
 4      (3)  That all debts, obligations, and liabilities of the
 
 5           limited liability company have been paid and discharged
 
 6           or that adequate provision has been made therefor;
 
 7      (4)  That all of the remaining property and assets of the
 
 8           limited liability company, if any, have been
 
 9           distributed among its members in accordance with their
 
10           respective rights and interests;
 
11      (5)  That there are no suits pending against the limited
 
12           liability company in any court, or that adequate
 
13           provision has been made for the satisfaction of any
 
14           judgment, order, or decree which may be entered against
 
15           it in any pending suit; and
 
16      (6)  That the company's business has been wound up and the
 
17           legal existence of the company has been terminated."
 
18      SECTION 75.  Section 428-807, Hawaii Revised Statutes, is
 
19 amended by amending subsection (b) to read as follows:
 
20      "(b)  A dissolved limited liability company shall notify its
 
21 known claimants in writing of the intent to terminate [within
 
22 thirty days from the first publication of the notice of intent to
 
23 terminate published pursuant to section 428-808].  The notice
 

 
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 1 shall:
 
 2      (1)  Specify the information required to be included in a
 
 3           claim;
 
 4      (2)  Provide a mailing address where the claim is to be
 
 5           sent;
 
 6      (3)  State the deadline for receipt of the claim, which may
 
 7           not be less than one hundred twenty days after the date
 
 8           the written notice is received by the claimant; and
 
 9      (4)  State that the claim will be barred if not received by
 
10           the deadline."
 
11      SECTION 76.  Section 428-808, Hawaii Revised Statutes, is
 
12 amended by amending subsection (a) to read as follows:
 
13      "(a)  A dissolved limited liability company that intends to
 
14 terminate [shall] may publish notice of its intent to terminate
 
15 and request persons having claims against the company to present
 
16 them in accordance with the notice[; provided that a dissolved
 
17 limited liability company, with the approval of the director, may
 
18 omit the publication of the notice if the limited liability
 
19 company has insufficient assets to pay for publication]."
 
20      SECTION 77.  Section 428-810, Hawaii Revised Statutes, is
 
21 amended by amending subsections (a), (b), and (c) to read as
 
22 follows:
 
23      "(a)  If the director determines that a ground exists to
 

 
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 1 terminate administratively[,] a limited liability company, the
 
 2 director may declare the company terminated.  Before the director
 
 3 declares a limited liability company terminated, the director
 
 4 shall mail a notice of the grounds for termination to the company
 
 5 and [shall publish] may give public notice of the intention to
 
 6 terminate the limited liability company [once in each of three
 
 7 successive weeks (three publications) in a newspaper of general
 
 8 circulation in this State].
 
 9      (b)  If the company does not correct each ground for
 
10 termination or demonstrate to the reasonable satisfaction of the
 
11 director that each ground determined by the director does not
 
12 exist within sixty days after mailing of the notice [and the last
 
13 publication date of the notice] of intention to terminate the
 
14 limited liability company, the director shall administratively
 
15 terminate the company by signing a decree of termination that
 
16 recites the ground or grounds for termination and its effective
 
17 date.
 
18      (c)  A company administratively terminated continues its
 
19 existence temporarily but may carry on only business necessary to
 
20 wind up and liquidate its business and affairs under section
 
21 428-802 and to notify claimants under [sections] section 428-807
 
22 [and 428-808].  The company ceases existence upon the completion
 
23 of these matters."
 

 
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 1      SECTION 78.  Section 428-905, Hawaii Revised Statutes, is
 
 2 amended by amending subsections (a) and (b) 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
 
12           merger[;], and the name, address, and jurisdiction of
 
13           organization of the limited liability company into
 
14           which they propose to merge, which is hereinafter
 
15           designated as the surviving company;
 
16      (2)  A statement that the plan of merger was approved by
 
17           each entity that is a party to the merger;
 
18      (3)  As to each entity, the total authorized votes and the
 
19           number voted for and against the plan;
 
20      (4)  [The name and address of the surviving company;] A
 
21           statement indicating the changes in the articles of
 
22           organization of the surviving company to be effected by
 
23           the merger;
 

 
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 1      (5)  The effective date and time of the merger, which shall
 
 2           be not earlier than the date and time of filing of the
 
 3           articles of merger and not later than thirty days after
 
 4           the filing of the articles of merger; and
 
 5      (6)  If the surviving [entity] company is a foreign limited
 
 6           liability company, it shall file with the director:
 
 7           (A)  An agreement that the surviving [entity] company
 
 8                may be served with process in this State in any
 
 9                action or proceeding for the enforcement of any
 
10                liability or obligation of any entity previously
 
11                subject to suit in this State which is to merge;
 
12           (B)  An irrevocable appointment of a resident of this
 
13                State [including the street address,] as its agent
 
14                to accept service of process in any such
 
15                proceeding[;], and include the resident's street
 
16                address in this State; and
 
17           (C)  An agreement for the enforcement, as provided in
 
18                this chapter, of the right of any dissenting
 
19                member, shareholder, or partner to receive payment
 
20                for their interest against the surviving [entity;
 
21                and
 
22      (7)  A statement of compliance with section 428-908, if
 
23           applicable.] company. 
 

 
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 1      (b)  If a foreign limited liability company is the surviving
 
 2 [entity] company of a merger, it shall not do business in this
 
 3 State until an application for that authority is filed with the
 
 4 director."
 
 5      SECTION 79.  Section 428-1002, Hawaii Revised Statutes, is
 
 6 amended by amending subsection (a) to read as follows:
 
 7      "(a)  A foreign limited liability company may apply for a
 
 8 certificate of authority to transact business in this State by
 
 9 delivering an application to the director for filing.  The
 
10 application shall set forth:
 
11      (1)  The name of the foreign limited liability company or,
 
12           if its name is unavailable for use in this State, a
 
13           name that satisfies the requirements of section
 
14           428-1005;
 
15      (2)  The name of the state or country under whose law it is
 
16           organized;
 
17      (3)  The street address of its principal office, or if no
 
18           street address is available, the rural post office
 
19           number or post office box designated or made available
 
20           by the United States Postal Service, and a
 
21           representation and warranty that a list of the names of
 
22           and addresses of all members and their respective
 
23           capital contributions are kept and will be kept at this
 

 
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 1           principal office until cancellation, in accordance with
 
 2           section 428-1007, of the foreign limited liability
 
 3           company's authority to transact business in this State;
 
 4      (4)  The street address of its initial designated office in
 
 5           this State or if no street address is available, the
 
 6           rural post office number or post office box designated
 
 7           or made available by the United States Postal Service;
 
 8      (5)  The name and street address of its initial agent for
 
 9           service of process in this State;
 
10      (6)  Whether the duration of the company is for a specified
 
11           term and, if so, the period specified;
 
12      (7)  Whether the company is manager-managed, and:
 
13           (A)  If so, the name and [residence street] address of
 
14                each manager[, or if no street address is
 
15                available, the rural post office number or post
 
16                office box designated or made available by the
 
17                United States Postal Service]; or
 
18           (B)  If not, the name and [residence street] address of
 
19                each member[, or if no street address is
 
20                available, the rural post office number or post
 
21                office box designated or made available by the
 
22                United States Postal Service];
 
23      (8)  Whether the members of the company are to be liable for
 

 
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 1           its debts and obligations under a provision similar to
 
 2           section 428-303(c); and
 
 3      (9)  Any additional information as may be necessary or
 
 4           appropriate to enable the director to determine whether
 
 5           the foreign limited liability company is entitled to
 
 6           obtain authority to transact business in this State."
 
 7      SECTION 80.  Section 428-1005, Hawaii Revised Statutes, is
 
 8 amended by amending subsection (b) to read as follows:
 
 9      "(b)  Except as authorized by subsections (c) and (d), the
 
10 name, including a fictitious name, of a foreign limited liability
 
11 company shall not be the same as, or substantially identical to:
 
12      (1)  The name of any domestic corporation, partnership,
 
13           limited liability company, or limited liability
 
14           partnership existing or registered under the laws of
 
15           this State;
 
16      (2)  The name of any foreign corporation, [foreign]
 
17           partnership, [foreign] limited liability company, or
 
18           [foreign] limited liability partnership authorized to
 
19           transact business in this State;
 
20      (3)  A name[,] the exclusive right to which is reserved
 
21           under the laws of this State;
 
22      (4)  The fictitious name of another foreign limited
 
23           liability company authorized to transact business in
 

 
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 1           this State; or
 
 2      (5)  Any trade name, [service mark, or] trademark, or
 
 3           service mark registered in this State."
 
 4      SECTION 81.  Section 428-1007, Hawaii Revised Statutes, is
 
 5 amended to read as follows:
 
 6      "428-1007  Cancellation of authority.(a)  A foreign
 
 7 limited liability company may cancel its authority to transact
 
 8 business in this State by obtaining a certificate of
 
 9 cancellation.  Cancellation does not terminate the authority of
 
10 the director to accept service of process on the company for
 
11 claims for relief arising out of the transactions of business in
 
12 this State.  In order to obtain a certificate of cancellation,
 
13 the foreign limited liability company shall deliver to the
 
14 director for filing an application for cancellation, which shall
 
15 set forth:
 
16      (1)  The name and jurisdiction of formation or organization
 
17           of the foreign limited liability company;
 
18      (2)  A statement that the foreign limited liability company
 
19           is not transacting business in this State;
 
20      (3)  A statement that the foreign limited liability company
 
21           surrenders its authority to transact business in this
 
22           State;
 
23      (4)  A statement that the foreign limited liability company
 

 
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 1           revokes the authority of its agent for service of
 
 2           process in this State and consents that the service of
 
 3           process for any claim for relief arising out of the
 
 4           transactions of business in this State may be made on
 
 5           such foreign limited liability company by service upon
 
 6           the director;
 
 7      (5)  The address to which a person may mail a copy of any
 
 8           process against the foreign limited liability company;
 
 9      (6)  The dates the notice of cancellation was published
 
10           pursuant to subsection (b) and the name of the
 
11           newspaper publishing the notice[;], or a statement that
 
12           publication was not made; and
 
13      (7)  A statement that all taxes, debts, obligations, and
 
14           liabilities of the foreign limited liability company in
 
15           this State have been paid and discharged or that
 
16           adequate provision has been made therefor.
 
17      (b)  A foreign limited liability company intending to cancel
 
18 its authority to transact business in this State [shall] may
 
19 publish notice of its cancellation and request persons having
 
20 claims against the company to present them in accordance with the
 
21 notice.  The notice shall:
 
22      (1)  Be published at least once in each of four successive
 
23           weeks (four publications) in a newspaper of general
 

 
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 1           circulation in this State; and
 
 2      (2)  Describe the information required to be contained in a
 
 3           claim and provide a mailing address where the claim may
 
 4           be sent.
 
 5      (c)  After the filing of the application for cancellation,
 
 6 the director shall issue a certificate of cancellation which
 
 7 shall be effective as of the date of the filing of the
 
 8 application for cancellation, and the authority of the foreign
 
 9 limited liability company to transact business in this State
 
10 shall cease.
 
11      [(d)  A cancellation does not terminate the authority of the
 
12 director to accept service of process on a foreign limited
 
13 liability company with respect to causes of action arising out of
 
14 the transaction of business in this State.
 
15      (e)  The foreign limited liability company, with the
 
16 approval of the director, may omit the publication of the notice
 
17 if the foreign limited liability company has insufficient assets
 
18 to pay for the publication.]"
 
19      SECTION 82.  Section 428-1301, Hawaii Revised Statutes, is
 
20 amended by amending subsection (a) to read as follows:
 
21      "(a)  The following fees shall be paid to the director upon
 
22 the filing and issuance of records under this chapter:
 
23      (1)  Articles of organization, $100;
 

 
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 1      (2)  Articles of amendment, $50;
 
 2      (3)  Restated articles of organization, $50;
 
 3      (4)  Articles of merger or conversion, $200;
 
 4      (5)  Statement of dissociation, $50;
 
 5      (6)  Articles of termination, $50;
 
 6      (7)  Application for reinstatement for administratively
 
 7           terminated limited liability company, $50;
 
 8      (8)  Annual report, $25;
 
 9      (9)  Statement of change of designated office or agent for
 
10           service of process, or both, for limited liability
 
11           company or foreign limited liability company, $50;
 
12     (10)  [Statement of resignation of agent for service of
 
13           process, $50;]  Agent's statement of change of address,
 
14           $50 for each affected domestic limited liability
 
15           company or foreign limited liability company; provided
 
16           that if more than two hundred simultaneous filings are
 
17           made, the fee shall be reduced to $1 for each affected
 
18           domestic limited liability company or foreign limited
 
19           liability company;
 
20     (11)  Any other statement or document of a domestic or
 
21           foreign limited liability company, $50;
 
22     (12)  Application for certificate of authority for foreign
 
23           limited liability company, $100;
 

 
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 1     (13)  Application for cancellation of authority of foreign
 
 2           limited liability company, $50;
 
 3     (14)  Reservation of name, $25;
 
 4     (15)  Good standing certificate, $25;
 
 5     (16)  Any other record not otherwise covered in this part,
 
 6           $50;
 
 7     (17)  Certified copy of any record relating to a limited
 
 8           liability company or foreign limited liability company,
 
 9           25 cents per page, and $10 for the certificate and
 
10           affixing the seal thereto;
 
11     (18)  Special handling fee for review of any record other
 
12           than articles of merger or conversion, $80;
 
13     (19)  Special handling fee for review of articles of merger
 
14           or conversion, $200;
 
15     (20)  Special handling fee for certificate issued by the
 
16           director not otherwise covered by this [part,] section,
 
17           $10 per certificate;
 
18     (21)  Special handling fee for certification of record, $1
 
19           per page; and
 
20     (22)  Any service of notice, demand, or process upon the
 
21           director as agent for service of process of a limited
 
22           liability company or foreign limited liability company,
 
23           $50, which amount may be recovered as taxable costs by
 

 
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 1           the party to the suit or action causing such service to
 
 2           be made if such party prevails in the suit or action."
 
 3      SECTION 83.  Section 482-4, Hawaii Revised Statutes, is
 
 4 amended by amending subsection (a) to read as follows:
 
 5      "(a)  It shall be unlawful for any person to adopt or use a
 
 6 print, label, trademark, service mark, or trade name which is
 
 7 identical to or confusingly similar with any registered print,
 
 8 label, trademark, service mark, or trade name, or the name of any
 
 9 [partnership,] corporation, partnership, limited liability
 
10 company, or limited liability partnership existing or registered,
 
11 or authorized to transact business, in accordance with the laws
 
12 of this State, on [partnerships,] corporations, partnerships,
 
13 limited liability companies, or limited liability
 
14 partnerships[.], or a name the exclusive right to which is, at
 
15 the time, reserved in this State."
 
16      SECTION 84.  Section 428-908, Hawaii Revised Statutes, is
 
17 repealed.
 
18      ["428-908  Notice of conversion or merger of partnership or
 
19 limited partnership.  A partnership or limited partnership which
 
20 intends to be converted to a limited liability company pursuant
 
21 to section 428-903 or that intends to be party to a merger into a
 
22 limited liability company pursuant to sections 428-905 to 428-
 
23 907, shall:
 

 
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 1      (1)  Publish, once in each of three successive weeks (three
 
 2           publications) in a newspaper of general circulation
 
 3           published in the State, notice thereof to the public;
 
 4           and
 
 5      (2)  Make reasonable efforts to give notice thereof in a
 
 6           reasonable manner to persons with whom the partnership
 
 7           or limited partnership expects to have a continuing
 
 8           business relationship as of the time of the conversion
 
 9           or merger.  A partnership or limited partnership which
 
10           determines in a reasonable manner the persons to whom
 
11           such notice is given shall be in compliance with this
 
12           section even if notice is not received by all persons
 
13           with whom the partnership or limited partnership
 
14           conducted business prior to the conversion or merger or
 
15           by all persons with whom the limited liability conducts
 
16           business after the conversion."]
 
17      SECTION 85.  Statutory material to be repealed is bracketed.
 
18 New statutory material is underscored.
 
19      SECTION 86.  This Act shall take effect July 2, 2000.