Haw. Rev. Stat. § 415A-1
Title
This chapter shall be known and may be cited as the "Hawaii Professional Corporation Act".
Hawaii Revised Statutes Chapter 415A — Professional Corporation Act
Hawaii · statute · Haw. Rev. Stat. ch. 415A · 35 active provisions
Provisions
Haw. Rev. Stat. § 415A-2
Definitions
As used in this chapter, unless the context otherwise requires, the term: "Director" means the director of commerce and consumer affairs. "Disqualified person" means any natural person, corporation, partnership, fiduciary, trust, association, government agency, or other entity which for any reason is or becomes ineligi…
Haw. Rev. Stat. § 415A-3
Purposes
(a) Except as provided in this section, professional corporations may be organized under this chapter only for the purpose of rendering professional services and services ancillary thereto within a single profession. (b) A professional corporation may be incorporated for the purpose of rendering professional services w…
Haw. Rev. Stat. § 415A-4
Prohibited activities
A professional corporation shall not engage in any profession or business other than the profession or professions and businesses permitted by its articles of incorporation, except that a professional corporation may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment.
Haw. Rev. Stat. § 415A-5
General powers
A professional corporation shall have the powers enumerated in chapter 414, except that a professional corporation may be a promoter, general partner, member, associate, or manager only of a partnership, joint venture, trust, or other enterprise engaged only in rendering professional services or carrying on business pe…
Haw. Rev. Stat. § 415A-6
Rendering professional services
A professional corporation may render professional services in this State only through individuals permitted to render such services in this State; but nothing in this chapter shall require any person who is employed by a professional corporation to be licensed to perform services for which no license is otherwise requ…
Haw. Rev. Stat. § 415A-7
Right of corporation to acquire its own shares
A professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or surplus for such purchase; provided no purchase of or payment for its own shares shall be made at a time when the corporation is insolvent or when such purchase or payment would make it ins…
Haw. Rev. Stat. § 415A-8
Corporate name
The name of a professional corporation: (1) May be any name permitted by law expressly applicable to the profession in which the corporation is engaged or by a rule of the licensing authority of the profession; and (2) Shall not be the same as, or substantially identical to, the name of any domestic corporation, partne…
Haw. Rev. Stat. § 415A-8.5
Administrative order of abatement for infringement of corporate name
(a) Any professional corporation in good standing claiming that the name of any domestic corporation, partnership, limited partnership, limited liability partnership, or limited liability company existing under the laws of this State, or any foreign corporation, partnership, limited partnership, limited liability partn…
Haw. Rev. Stat. § 415A-9
Issuance and transfer of shares; share certificates
(a) A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to individuals authorized by law in this State or in any other state or territory of the United States or the District of Columbia to render a professional service permitted by the corporation's articles of…
Haw. Rev. Stat. § 415A-10
Death or disqualification of a shareholder
(a) Upon the death of a shareholder of a professional corporation, or if a shareholder of a professional corporation becomes a disqualified person, or if shares of a professional corporation are transferred by operation of law or court decree to a disqualified person, the shares of the deceased shareholder or of the di…
Haw. Rev. Stat. § 415A-11
Responsibility for professional services
(a) Every individual who renders professional services as an employee of a professional corporation shall be liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent as if the individual rendered the services as a sole practitioner. An employee of a profess…
Haw. Rev. Stat. § 415A-12
Professional relationships; privileged communications
(a) The relationship between an individual performing professional services as an employee of a professional corporation and a client or patient shall be the same as if the individual performed the services as a sole practitioner. (b) The relationship between a professional corporation performing professional services…
Haw. Rev. Stat. § 415A-13
Voting of shares
No proxy for shares of a professional corporation shall be valid unless it shall be given to a qualified person. A voting trust with respect to shares of a professional corporation shall not be valid.
Haw. Rev. Stat. § 415A-14
Directors and officers
Not less than one-half of the directors of a professional corporation and all of the officers, other than the secretary and the treasurer, shall be qualified persons with respect to the corporation. At least one director shall be a resident of this State.
Haw. Rev. Stat. § 415A-14.5
Incorporators
One or more individuals may act as the incorporator or incorporators of a professional corporation by delivering articles of incorporation to the director for filing.
Haw. Rev. Stat. § 415A-14.6
Articles of incorporation
(a) The articles of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 415A-8; (2) The profession or professions that the corporation shall be authorized to practice and any other purpose allowed by the licensing laws and rules of this State; (3) The maili…
Haw. Rev. Stat. § 415A-14.7
Filing of documents, effective date
The filing of documents required by this chapter to be delivered to the director for filing, and the effectiveness thereof, shall be governed by sections 414-11(d), (e), (f), (g), and (i), 414-14, and 414-16.
Haw. Rev. Stat. § 415A-14.8
Organization of corporation
After incorporation, the initial director or directors, as the case may be, shall complete the organization of the corporation as provided in section 414-35.
Haw. Rev. Stat. § 415A-15
Amendments to articles of incorporation
A personal representative, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares of the corporation may amend the articles of incorporation by signing a written consent to the amendment. Articles of amendment so adopted shall be executed…
Haw. Rev. Stat. § 415A-16
Merger and share exchange
A professional corporation involved in a merger or share exchange shall be subject to the provisions for mergers and share exchanges set forth in chapter 414.
Haw. Rev. Stat. § 415A-16.5
Conversion into and from professional corporations
(a) A professional corporation may adopt a plan of conversion and convert to any other entity if: (1) The board of directors and shareholders of the professional corporation approve a plan of conversion in the manner prescribed by section 414-313 and the conversion is treated as a merger to which the converting entity…
Haw. Rev. Stat. § 415A-16.6
Articles of conversion
(a) If a plan of conversion has been approved in accordance with section 415A-16.5 and has not been abandoned, articles of conversion shall be executed by an officer or other duly authorized representative of the converting entity and shall set forth: (1) A statement certifying the following: (A) The name, type of enti…
Haw. Rev. Stat. § 415A-16.8
Effect of conversion
When a conversion becomes effective: (1) The converting entity shall continue to exist without interruption but in the organizational form of the converted entity; (2) All rights, title, and interest in all real estate and other property owned by the converting entity shall automatically be owned by the converted entit…
Haw. Rev. Stat. § 415A-17
Termination of professional activities
If a professional corporation shall cease to render professional services, it shall amend its articles of incorporation to delete from its stated purposes the rendering of professional services and to conform to the requirements of chapter 414. After the amended articles of incorporation have been delivered to the dire…
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