Haw. Rev. Stat. § 414-1
Short title
This chapter shall be known and may be cited as the "Hawaii Business Corporation Act".
Hawaii Revised Statutes Chapter 414 — Hawaii Business Corporation Act
Hawaii · statute · Haw. Rev. Stat. ch. 414 · 196 active provisions
Haw. Rev. Stat. § 414-2
Reservation of power to amend or repeal
The legislature has the power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal.
Haw. Rev. Stat. § 414-3
Definitions
As used in this chapter: "Articles of incorporation" include amended and restated articles of incorporation and articles of merger. "Authorized shares" means the shares of all classes a domestic corporation is authorized to issue. "Conspicuous" means so written that a reasonable person against whom the writing is to op…
Haw. Rev. Stat. § 414-4
Notice
(a) Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. (b) Notice is effective if communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracti…
Haw. Rev. Stat. § 414-5
Number of shareholders
(a) For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: (1) Three or fewer co-owners; (2) A corporation, partnership, trust, estate, or other entity; or (3) The trustees, guardians, custodians, or other fiduciaries of a s…
Haw. Rev. Stat. § 414-6
Department director; powers
The director of commerce and consumer affairs for the State of Hawaii has the power reasonably necessary to perform the duties required of the department director by this chapter, and to administer this chapter efficiently. The department director shall adopt necessary rules, subject to chapter 91.
Haw. Rev. Stat. § 414-11
Filing requirements
(a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the department director. (b) This chapter must require or permit filing the document in the office of the department director. (c) The document must contain the i…
Haw. Rev. Stat. § 414-12
Forms
(a) The department director may prescribe and furnish on request forms for: (1) An application for a certificate of good standing; (2) A foreign corporation's application for a certificate of authority to transact business in this State; (3) A foreign corporation's application for a certificate of withdrawal; and (4) T…
Haw. Rev. Stat. § 414-13
Filing, service, and copying fees
(a) The following fees shall be paid to the department director upon the filing of corporate documents: (1) Articles of incorporation, $100; (2) Articles of amendment, $25; (3) Restated articles of incorporation, $25; (4) Articles of conversion or merger, $100; (5) Articles of merger (subsidiary corporation), $50; (6)…
Haw. Rev. Stat. § 414-14
Effective time and date of document
(a) Except as provided in subsection (b) and section 414-15(c), a document accepted for filing is effective at the time of filing on the date it is filed, as evidenced by the department director's date and time endorsement on the original document. (b) Articles of dissolution, articles of conversion, and articles of me…
Haw. Rev. Stat. § 414-15
Correcting filed document
(a) A domestic or foreign corporation may correct a document filed by the department director if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified, or acknowledged. (b) A document is corrected by: (1) Preparing articles of correction that: (A) Describe the do…
Haw. Rev. Stat. § 414-16
Filing duty of department director
(a) If a document delivered to the department director for filing satisfies the requirements of section 414-11, the department director shall file it. (b) The department director files a document by stamping or otherwise endorsing the document including the date and time of receipt. (c) If the department director refus…
Haw. Rev. Stat. § 414-17
Appeal from department director's refusal to file document
(a) If the department director refuses to file a document delivered to the department director for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document in the circuit court. The appeal is commenced by petitioning the court to compel filing the document a…
Haw. Rev. Stat. § 414-18
Evidentiary effect of copy of filed document
A certificate attached to a copy of a document filed by the department director, bearing the department director's signature (which may be in facsimile) and the seal of the department of commerce and consumer affairs, is conclusive evidence that the original document is on file with the department director.
Haw. Rev. Stat. § 414-19
Certificates and certified copies to be received in evidence
All certificates issued by the department director pursuant to this chapter, and all copies of documents filed in the department director's office pursuant to this chapter when certified by the department director, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of…
Haw. Rev. Stat. § 414-20
Penalty for signing false document
(a) A person commits an offense if the person signs a document the person knows is false in any material respect with intent that the document be delivered to the department director for filing. (b) An offense under this section is a class C felony.
Haw. Rev. Stat. § 414-31
Incorporators
One or more individuals may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department director for filing.
Haw. Rev. Stat. § 414-32
Articles of incorporation
(a) The articles of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 414-51; (2) The number of shares the corporation is authorized to issue; (3) The mailing address of the corporation's initial principal office and the information required by section 42…
Haw. Rev. Stat. § 414-33
Incorporation
(a) The corporate existence begins when the articles of incorporation are filed. (b) The department director's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation…
Haw. Rev. Stat. § 414-34
Liability for pre-incorporation transactions
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
Haw. Rev. Stat. § 414-35
Organization of corporation
(a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other busines…
Haw. Rev. Stat. § 414-36
Bylaws
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
Haw. Rev. Stat. § 414-37
Emergency bylaws
(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corp…
Haw. Rev. Stat. § 414-41
Purposes
(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in a business that is subject to regulation under another statute of this State may incorporate under this chap…
Haw. Rev. Stat. § 414-42
General powers
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, the power: (1) To sue and be sued,…
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