Chapter

415 Hawaii Business Corporation Act

415A Professional Corporation Act

415B Hawaii Nonprofit Corporation Act

416 Corporations, Generally--Repealed

417 Consolidation and Merger of Corporations--Repealed

417E Corporate Take-Overs

418 Foreign Corporations--Repealed

419 Corporations Sole for Ecclesiastical Purposes

420 Business Development Corporations

421 Agricultural Cooperative Associations

421C Consumer Cooperative Associations

421G Limited-Equity Housing Cooperatives--Repealed

421H Limited-Equity Housing Cooperatives

421I Cooperative Housing Corporations

421J Planned Community Associations

422 Fish Marketing Associations--Repealed

423 Dental Service Corporations

424 Optometric Service Corporations

425 Partnerships

425D Uniform Limited Partnership Act

Section

415-1 Short title

415-2 Definitions

415-3 Purposes

415-4 General powers

415-5 Indemnification of officers, directors, employees,

and agents

415-6 Power of corporation to acquire its own shares

415-7 Defense of ultra vires

415-8 Corporate name

415-8.5 Administrative order of abatement for infringement of

corporate name

415-9 Reserved name

415-10 Registered office and registered agent

415-11 Change of registered office or registered agent

415-12 Resignation of registered agent

415-13 Reserved

415-14 Service of process on corporation

415-15 Authorized shares

415-16 Issuance of shares of preferred or special classes

in series

415-17 Subscriptions for shares

415-18 Issuance of shares

415-19 Payment for shares

415-20 Stock rights and options

415-21 Reserved

415-22 Expenses of organization, reorganization,

and financing

415-23 Shares represented by certificates

and uncertificated shares

415-24 Fractional shares

415-25 Liability of subscribers and shareholders

415-26 Shareholders' preemptive rights

415-27 Bylaws

415-28 Meetings of shareholders

415-29 Notice of shareholders' meetings

415-30 Closing of transfer books and fixing record date

415-31 Voting record

415-32 Quorum of shareholders

415-33 Voting of shares

415-34 Voting trusts and agreements among shareholders

415-35 Board of directors

415-36 Number and election of directors

415-37 Classification of directors

415-38 Vacancies

415-39 Resignation and removal of directors

415-40 Quorum of directors

415-41 Director conflicts of interest

415-42 Executive and other committees

415-43 Place and notice of directors' meetings;

committee meetings

415-44 Action by directors without a meeting

415-45 Distributions to shareholders

415-46 Reserved

415-47 Loans to employees, officers, and directors

415-48 Liabilities of directors in certain cases

415-48.5 Limitation of liability of directors; shareholder

approval required

415-49 Provisions relating to actions by shareholders

415-50 Officers

415-51 Removal of officers

415-52 Books and records

415-53 Incorporators

415-54 Articles of incorporation

415-55 Filing of documents and effective date

415-55.5 Filing requirements; filing duty of the director

415-55.6 Correcting a filed document

415-55.7 Amended and restated articles of incorporation

415-56 Effect of issuance of articles of incorporation

415-57 Organizational meeting of directors

415-58 Right to amend articles of incorporation

415-59 Procedure to amend articles of incorporation

415-60 Class voting on amendments

415-61 Articles of amendment

415-62 Reserved

415-63 Effect of articles of amendment

415-64 Restated articles of incorporation

415-65 Amendment of articles of incorporation in

reorganization proceedings

415-66 to 70 Reserved

415-71 Procedure for merger

415-72 Procedure for consolidation

415-72A Procedure for share exchange

415-73 Approval by shareholders

415-74 Articles of merger or consolidation

415-75 Merger of subsidiary corporation

415-75.5 Merger of subsidiary corporations

415-75.6 Merger with or into domestic or foreign limited

liability company

415-76 Effect of merger or consolidation

415-77 Merger, consolidation, or share exchange

between domestic and foreign corporations

415-77.5 Conversion into and from corporations

415-77.6 Articles of conversion

415-77.7 Effective date of the conversion

415-77.8 Effect of conversion

415-78 Sale of assets in regular course of business and

mortgage or pledge of assets

415-79 Sale of assets other than in regular course

of business

415-80 Right of shareholders to dissent

415-81 Rights of dissenting shareholders

415-82 Voluntary dissolution by incorporators or initial

directors

415-83 Voluntary dissolution by consent of shareholders

415-84 Voluntary dissolution by act of corporation

415-85 Filing of statement of intent to dissolve

415-86 Effect of the statement of intent to dissolve

415-87 Procedure after filing of statement of intent

to dissolve

415-88 Revocation of voluntary dissolution proceedings

by consent of shareholders

415-89 Revocation of voluntary dissolution proceedings

by act of corporation

415-90 Filing of statement of revocation of voluntary

dissolution proceedings

415-91 Effect of statement of revocation of voluntary

dissolution proceedings

415-92 Articles of dissolution

415-93 Filing of articles of dissolution

415-94 Involuntary dissolution

415-95 Involuntary; ordered by director and

certificates, notices; reinstatement

415-96 Equal division of directors; appointment

of provisional director; qualifications;

rights and powers; compensation

415-97 Jurisdiction of court to liquidate assets and

business of corporation

415-98 Procedure in liquidation of corporation by court

415-99 Qualifications of receivers

415-100 Filing of claims in liquidation proceedings

415-101 Discontinuance of liquidation proceedings

415-102 Decree of involuntary dissolution

415-103 Filing of decree of dissolution

415-104 Deposit with director of finance of amount due certain

shareholders

415-105 Survival of remedy after dissolution

415-106 Admission of foreign corporation

415-107 Powers of foreign corporation

415-108 Corporate name of foreign corporation

415-109 Change of name by foreign corporation

415-110 Application for certificate of authority

415-111 Filing of application for certificate of authority

415-112 Effect of certificate of authority

415-113 Registered office and registered agent

of foreign corporation

415-114 Change of registered office or

registered agent of foreign corporation

415-115 Service of process on foreign corporation

415-116 Amendment to articles of incorporation

of foreign corporation

415-117 Merger of foreign corporation authorized

to transact business in this State

415-118 Repealed

415-119 Withdrawal of foreign corporation

415-120 Certificate of withdrawal

415-121 Revocation of certificate of authority

415-122 Issuance of certificate of revocation

415-123 Application to corporations heretofore

authorized to transact business in this State

415-124 Transacting business without certificate of authority

415-125 Annual report of domestic and foreign corporations

415-126 Filing of annual report of domestic and

foreign corporations

415-127 Fees and charges to be collected by director

415-128 Fees for filing documents and issuing certificates

415-129 Miscellaneous charges

415-130 Reserved

415-131 Annual license mandatory; exceptions; fees

415-132 to 134 Reserved

415-135 Penalties imposed upon corporations

415-136 Penalties imposed upon officers and directors

415-137 Interrogatories by director

415-138 Information disclosed by interrogatories

415-139 Powers of director

415-140 Appeal from director

415-141 Certificates and certified copies to be received in

evidence

415-142 Forms to be furnished by the director

415-143 Greater voting requirements

415-144 Waiver of notice

415-145 Action by shareholders without a meeting

415-146 Unauthorized assumption of corporate powers

415-147 Application to existing corporations

415-148 Application to foreign and interstate commerce

415-149 Reservation of power

415-150 to 161 Repealed

415-162 Effect of chapter on existing corporations

Control Share Acquisitions

415-171 Definitions

415-172 Control share acquisitions