THE SENATE

S.B. NO.

525

THIRTY-FIRST LEGISLATURE, 2021

 

STATE OF HAWAII

 

 

 

 

 

 

A BILL FOR AN ACT

 

 

relating to business registration.

 

 

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

 


SECTION 1. The legislature finds that certificates of good standing are frequently used to verify the status of a business entity and, to many, can suggest that the State has engaged in a more thorough review of compliance with other entities or regulations than what actually occurs when such certificates are issued, whereas certificates of vendor compliance certify compliance with multiple agencies, including the Internal Revenue Service, department of labor and industrial relations, department of commerce and consumer affairs, and the department of taxation.

Accordingly, to ensure that the State and counties are engaging in business and entering into agreements with entities that have the financial ability and business integrity necessary to perform duties under those agreements, the purpose of this Act is to prohibit the director of the department of commerce and consumer affairs from issuing a certificate of good standing to any entity unless the entity has submitted a certificate of vendor compliance as part of its annual reporting requirements.

SECTION 2. Chapter 414, Hawaii Revised Statutes, is amended by adding a new section to be appropriately designated and to read as follows:

"414-   Certificates of good standing; compliance requirements. The department director shall not issue a certificate of good standing to any entity unless the entity has submitted a certificate of vendor compliance with its annual report, as required pursuant to section 414-472."

SECTION 3. Chapter 414D, Hawaii Revised Statutes, is amended by adding a new section to be appropriately designated and to read as follows:

"414D-   Certificates of good standing; compliance requirements. The department director shall not issue a certificate of good standing to any entity unless the entity has submitted a certificate of vendor compliance with its annual report, as required pursuant to section 414D-308."

SECTION 4. Chapter 415A, Hawaii Revised Statutes, is amended by adding a new section to be appropriately designated and to read as follows:

"415A-   Certificates of good standing; compliance requirements. The department director shall not issue a certificate of good standing to any entity unless the entity has submitted a certificate of vendor compliance with its annual report, as required pursuant to section 415A-22."

SECTION 5. Chapter 425, Hawaii Revised Statutes, is amended by adding a new section to be appropriately designated and to read as follows:

"425-   Certificates of good standing; compliance requirements. The department director shall not issue a certificate of good standing to any entity unless the entity has submitted a certificate of vendor compliance with its annual statement or report, as applicable and required pursuant to sections 425-1 or 425-163."

SECTION 6. Chapter 428, Hawaii Revised Statutes, is amended by adding a new section to be appropriately designated and to read as follows:

"428-   Certificates of good standing; compliance requirements. The department director shall not issue a certificate of good standing to any entity unless the entity has submitted a certificate of vendor compliance with its annual report, as required pursuant to section 428-210."

SECTION 7. Section 414-472, Hawaii Revised Statutes, is amended by amending subsection (a) to read as follows:

"(a) Each domestic corporation, and each foreign corporation authorized to transact business in this State, shall deliver to the department director for filing an annual report that sets forth:

(1) The name of the corporation and the state or country under whose law it is incorporated;

(2) The mailing address of its principal office and the information required by section 425R-4(a);

(3) The names and business addresses of its directors and officers; and

(4) A brief description of the nature of its business.

Domestic corporations shall also provide the total number of authorized shares, itemized by class and series, if any, within each class, and the total number of issued and outstanding shares, itemized by class and series, if any, within each class.

The annual report shall be accompanied by a certificate of vendor compliance that certifies compliance with the Internal Revenue Service, department of labor and industrial relations, department of commerce and consumer affairs, and the department of taxation."

SECTION 8. Section 414D-308, Hawaii Revised Statutes, is amended by amending subsection (a) to read as follows:

"(a) Each domestic corporation, and each foreign corporation authorized to transact business in the State, shall deliver to the department director an annual report on a form prescribed and furnished by the department director that sets forth:

(1) The name of the corporation and the jurisdiction under whose law it is incorporated;

(2) The mailing address of its principal office and the information required by section 425R-4(a);

(3) The names and addresses of its directors and officers; and

(4) A brief description of the nature of its activities.

The annual report shall be accompanied by a certificate of vendor compliance that certifies compliance with the Internal Revenue Service, department of labor and industrial relations, department of commerce and consumer affairs, and the department of taxation."

SECTION 9. Section 415A-22, Hawaii Revised Statutes, is amended by amending subsection (a) to read as follows:

"(a) The annual report of each professional corporation shall be delivered to the director for filing and shall set forth:

(1) The name of the corporation;

(2) The profession or professions that it is or are actually engaged in;

(3) The mailing address of its principal office, the street address of its registered office in this State, and the name of its registered agent at its registered office in the State;

(4) The names and addresses of the directors and officers of the corporation;

(5) A statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes, if any;

(6) A statement of the aggregate number of shares issued by the corporation, itemized by classes, if any; and

(7) A statement that all of the shareholders, not less than one-half of the directors, and all of the officers other than the secretary and treasurer of the corporation are qualified persons with respect to the corporation.

The annual report shall be accompanied by a certificate of vendor compliance that certifies compliance with the Internal Revenue Service, department of labor and industrial relations, department of commerce and consumer affairs, and the department of taxation."

SECTION 10. Section 425-1, Hawaii Revised Statutes, is amended by amending subsection (b) to read as follows:

"(b) Every domestic and foreign partnership shall file an annual statement with the director [which] that shall contain the information specified in subsection (a)(1), (2), (3), and (5) and a listing of the names of any partner admitted, withdrawn, or who has died during the year; provided that the information provided to satisfy the requirements of subsection (a)(3) shall be current. A domestic or foreign partnership that has filed with the department director a statement of qualification or statement of foreign qualification to register as a limited liability partnership or foreign limited liability partnership shall file the annual report prescribed in section 425-163 in lieu of the annual statement required in this section. The annual statement shall be filed within the time periods prescribed in subsections (c) and (d)[.] and shall be accompanied by a certificate of vendor compliance that certifies compliance with the Internal Revenue Service, department of labor and industrial relations, department of commerce and consumer affairs, and the department of taxation."

SECTION 11. Section 425-163, Hawaii Revised Statutes, is amended by amending subsection (a) to read as follows:

"(a) Every limited liability partnership and foreign limited liability partnership authorized to transact business in this State shall file an annual report in the office of the director that contains:

(1) The name of the limited liability partnership or foreign limited liability partnership;

(2) The mailing address of the partnership's principal office and the information required by section 425R‑4(a); provided that if the partnership is formed under the laws of any other jurisdiction, the name of the other jurisdiction shall also be specified;

(3) The name and address of each partner; and

(4) The fact that none of the partners is either a minor or an incompetent person.

The annual report shall be accompanied by a certificate of vendor compliance that certifies compliance with the Internal Revenue Service, department of labor and industrial relations, department of commerce and consumer affairs, and the department of taxation."

SECTION 12. Section 428-210, Hawaii Revised Statutes, is amended by amending subsection (a) to read as follows:

"(a) Each limited liability company and each foreign limited liability company authorized to transact business in this State shall deliver to the director for filing an annual report that sets forth:

(1) The name of the company and the jurisdiction under whose law it is organized;

(2) The mailing address of the company's principal office and the information required by section 425R-4(a); and

(3) Whether the company is manager-managed, and:

(A) If so, the name and address of each manager, and the number of members; or

(B) If not, the name and address of each member.

The annual report shall be accompanied by a certificate of vendor compliance that certifies compliance with the Internal Revenue Service, department of labor and industrial relations, department of commerce and consumer affairs, and the department of taxation."

SECTION 13. Statutory material to be repealed is bracketed and stricken. New statutory material is underscored.

SECTION 14. This Act shall take effect on July 1, 2021.

 

INTRODUCED BY:

_____________________________

 

 


 


 

Report Title:

Business Registrations; Corporations; Nonprofit Corporations; Professional Corporations; Partnerships; Limited Liability Companies; Certificates of Good Standing; Annual Reports; Certificates of Vendor Compliance

 

Description:

Prohibits the Director of the Department of Commerce and Consumer Affairs from issuing certificates of good standing unless the entity has submitted a certificate of vendor compliance with its annual report certifies compliance with the Internal Revenue Service, Department of Labor and Industrial Relations, Department of Commerce and Consumer Affairs, and the Department of Taxation. Requires entities to submit certificates of vendor compliance as part of their annual reporting requirements.

 

 

 

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