REPORT TITLE:
Business Registration


DESCRIPTION:
Clarifies and updates the business registration laws. (SD2)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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THE SENATE                              S.B. NO.           S.D. 2
TWENTIETH LEGISLATURE, 1999                                
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 415, Hawaii Revised Statutes, is amended
 
   2  by adding three new sections to be appropriately designated and
 
   3  to read as follows:
 
   4       "§415-    Registered office and registered agent.  (a)
 
   5  Except as provided below, each corporation shall continuously
 
   6  maintain in the State:
 
   7       (1)  A registered office that may be the same as any of its
 
   8            places of business; and
 
   9       (2)  A registered agent, who shall be:
 
  10            (A)  An individual who resides in the State and whose
 
  11                 business office is identical to the registered
 
  12                 office;
 
  13            (B)  A domestic corporation or not-for-profit domestic
 
  14                 corporation whose business office is identical
 
  15                 with the registered office; or
 
  16            (C)  A foreign corporation or not-for-profit foreign
 
  17                 corporation authorized to transact business in the
 
  18                 State whose business office is identical to the
 
  19                 registered office.
 

 
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   1       (b)  The requirement that a corporation have a registered
 
   2  office and a registered agent shall not apply to any corporation
 
   3  during the time the corporation has at least one officer or
 
   4  director who is a resident of the State.
 
   5       §415-    Change of registered office or registered agent.
 
   6  (a)  A corporation may change its registered office or registered
 
   7  agent by delivering to the director for filing a statement of
 
   8  change that sets forth:
 
   9       (1)  The name of the corporation;
 
  10       (2)  The street address of its current registered office;
 
  11       (3)  If the current registered office is to be changed, the
 
  12            street address of the new registered office;
 
  13       (4)  The name of its current registered agent;
 
  14       (5)  If the current registered agent is to be changed, the
 
  15            name of the new registered agent and the new agent's
 
  16            written consent to the appointment.  This consent may
 
  17            be indicated on or attached to the statement of change;
 
  18            and
 
  19       (6)  A representation that after the change or changes are
 
  20            made, the street addresses of its registered office and
 
  21            the business office of its registered agent will be
 
  22            identical.
 

 
 
 
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   1       (b)  If the street address of the registered agent's
 
   2  business office changes, the registered agent may change the
 
   3  street address of the corporation's registered office by
 
   4  notifying the corporation in writing of the change, and
 
   5  delivering to the director for filing a statement that complies
 
   6  with the requirements of subsection (a), states that the
 
   7  corporation has been notified of the change, and is signed by the
 
   8  registered agent.
 
   9       §415-    Resignation of registered agent.  (a)  A registered
 
  10  agent may resign from the registered agent's appointment by
 
  11  signing and delivering to the director for filing a statement of
 
  12  resignation.  The statement may state that the registered office
 
  13  is also discontinued.
 
  14       (b)  The registered agent shall mail one copy of the
 
  15  statement of resignation to the corporation's registered office,
 
  16  if not discontinued, and another copy to the corporation at its
 
  17  principal office.
 
  18       (c)  The agency appointment shall be terminated, and the
 
  19  registered office discontinued if so provided, thirty-one days
 
  20  after the date on which the statement was filed."
 
  21       SECTION 2.  Chapter 415B, Hawaii Revised Statutes, is
 
  22  amended by adding four new sections to be appropriately
 

 
 
 
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   1  designated and to read as follows:
 
   2       "§415B-    Registered office and registered agent.  (a)
 
   3  Except as provided below, each corporation shall continuously
 
   4  maintain in the State:
 
   5       (1)  A registered office that may be the same as any of its
 
   6            places of business; and
 
   7       (2)  A registered agent, who shall be:
 
   8            (A)  An individual who resides in the State and whose
 
   9                 business office is identical to the registered
 
  10                 office;
 
  11            (B)  A domestic corporation or domestic profit
 
  12                 corporation whose business office is identical to
 
  13                 the registered office; or
 
  14            (C)  A foreign corporation or foreign profit
 
  15                 corporation authorized to transact business in the
 
  16                 State whose business office is identical to the
 
  17                 registered office.
 
  18       (b)  The requirement that a corporation have a registered
 
  19  office and a registered agent shall not apply to any corporation
 
  20  during the time the corporation has at least one officer or
 
  21  director who is a resident of the State.
 
  22       §415B-    Change of registered office or registered agent.
 

 
 
 
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   1  (a)  A corporation may change its registered office or registered
 
   2  agent by delivering to the director for filing a statement of
 
   3  change that sets forth:
 
   4       (1)  The name of the corporation;
 
   5       (2)  The street address of its current registered office;
 
   6       (3)  If the current registered office is to be changed, the
 
   7            street address of the new registered office;
 
   8       (4)  The name of its current registered agent;
 
   9       (5)  If the current registered agent is to be changed, the
 
  10            name of the new registered agent and the new agent's
 
  11            written consent to the appointment. This consent may be
 
  12            indicated on or attached to the statement of change;
 
  13            and
 
  14       (6)  A representation that after the change or changes are
 
  15            made, the street addresses of its registered office and
 
  16            the business office of its registered agent will be
 
  17            identical.
 
  18       (b)  If the street address of the registered agent's
 
  19  business office changes, the registered agent may change the
 
  20  street address of the corporation's registered office by
 
  21  notifying the corporation in writing of the change, and
 
  22  delivering to the director for filing a statement that complies
 

 
 
 
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   1  with the requirements of subsection (a), states that the
 
   2  corporation has been notified of the change, and is signed by the
 
   3  registered agent.
 
   4       §415B-    Resignation of registered agent.  (a)  A
 
   5  registered agent may resign from the registered agent's
 
   6  appointment by signing and delivering to the director for filing
 
   7  a statement of resignation.  The statement may state that the
 
   8  registered office is also discontinued.
 
   9       (b)  The registered agent shall mail one copy of the
 
  10  statement of registration to the corporation's registered office,
 
  11  if not discontinued, and another copy to the corporation at its
 
  12  principal office.
 
  13       (c)  The agency appointment shall be terminated, and the
 
  14  registered office discontinued if so provided, thirty-one days
 
  15  after the date on which the statement was filed.
 
  16       §415B-    Amended and restated articles of incorporation.
 
  17  (a)  A domestic corporation at any time may amend and restate its
 
  18  articles of incorporation by complying with the procedures and
 
  19  requirements of sections 415B-37 and 415B-40.
 
  20       (b)  Upon their adoption, the amended and restated articles
 
  21  of incorporation shall set forth:
 
  22       (1)  All of the operative provisions of the articles of
 

 
 
 
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   1            incorporation as amended;
 
   2       (2)  The information required by section 415B-38; and
 
   3       (3)  A statement that the amended and restated articles of
 
   4            incorporation supersede the original articles of
 
   5            incorporation and all amendments thereto.
 
   6       (c)  The amended and restated articles of incorporation
 
   7  shall be delivered to the director for filing.  The director may
 
   8  certify the amended and restated articles of incorporation as the
 
   9  articles of incorporation currently in effect, without including
 
  10  the information required to be filed by subsection (b)(2) and
 
  11  (3)."
 
  12       SECTION 3.  Section 415-8, Hawaii Revised Statutes, is
 
  13  amended to read as follows:
 
  14       "§415-8  Corporate name.  The corporate name:
 
  15       (1)  Shall contain the word "corporation", "incorporated",
 
  16            or "limited", or shall contain an abbreviation of one
 
  17            of the words; and
 
  18       (2)  Shall not be the same as, or substantially identical
 
  19            to, the name of any domestic corporation, domestic
 
  20            partnership, [or] domestic limited liability company,
 
  21            or domestic limited liability partnership existing
 
  22            under the laws [[]of[]] this State, or any foreign
 

 
 
 
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   1            corporation, foreign partnership, [or] foreign limited
 
   2            liability company, or foreign limited liability
 
   3            partnership authorized to transact business in this
 
   4            State, or any trade name, trademark, or service mark
 
   5            registered in this State, or a name the exclusive right
 
   6            to which is, at the time, reserved in the manner
 
   7            provided in this chapter, or the name of a corporation
 
   8            which has in effect a registration of its corporate
 
   9            name as provided in this chapter, except that this
 
  10            provision shall not apply if the applicant files with
 
  11            the director either of the following:
 
  12            (A)  The written consent of the other corporation or
 
  13                 holder of a reserved or registered name to use the
 
  14                 same or substantially identical name, and one or
 
  15                 more words are added to make the name
 
  16                 distinguishable from the other name, or
 
  17            (B)  A certified copy of a final decree of a court of
 
  18                 competent jurisdiction establishing the prior
 
  19                 right of the applicant to the use of the name in
 
  20                 this State."
 
  21        SECTION 4  Section 415-35, Hawaii Revised Statutes, is
 
  22  amended by amending subsection (a) to read as follows:
 

 
 
 
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   1       "(a)  All corporate powers shall be exercised by or under
 
   2  the authority of, and the business and affairs of a corporation
 
   3  shall be managed under the direction of, a board of directors,
 
   4  except as may be otherwise provided in this chapter or the
 
   5  articles of incorporation.  If any such provision is made in the
 
   6  articles of incorporation, the powers and duties conferred or
 
   7  imposed upon the board of directors by this chapter shall be
 
   8  exercised or performed to such extent and by such person or
 
   9  persons as shall be provided in the articles of incorporation.
 
  10  [At least one member of every board of directors shall be a
 
  11  resident of this State.  If there is no such director who is a
 
  12  member of the board, the board may not function except to elect a
 
  13  new director who is a resident of this State.]  Directors need
 
  14  not be shareholders of the corporation unless the articles of
 
  15  incorporation or bylaws so require.  The articles of
 
  16  incorporation or bylaws may prescribe other qualifications for
 
  17  directors.  The board of directors shall have authority to fix
 
  18  the compensation of directors unless otherwise provided in the
 
  19  articles of incorporation."
 
  20       SECTION 5.  Section 415-54, Hawaii Revised Statutes, is
 
  21  amended by amending subsection (a) to read as follows:
 
  22       "(a)  The articles of incorporation shall be delivered to
 

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

 
 
 
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   1            successors are elected and qualified; provided that
 
   2            where no specific street address is available, the
 
   3            rural route post office number or post office box
 
   4            designated or made available by the United States
 
   5            Postal Service; and
 
   6        (5) The name, title, and residence address of each officer;
 
   7            provided that where no specific street address is
 
   8            available, the rural route post office number or post
 
   9            office box designated or made available by the United
 
  10            States Postal Service."
 
  11       SECTION 6.  Section 415-58, Hawaii Revised Statutes, is
 
  12  amended to read as follows:
 
  13       "§415-58  Right to amend articles of incorporation.  (a)  A
 
  14  corporation may amend its articles of incorporation from time to
 
  15  time, in any and in as many respects as may be desired, so long
 
  16  as its articles of incorporation as amended contain only those
 
  17  provisions which may be lawfully contained in original articles
 
  18  of incorporation at the time of making the amendment, and, if a
 
  19  change in shares or the rights of shareholders, or an exchange,
 
  20  reclassification, or cancellation of shares or rights of
 
  21  shareholders is to be made, the provisions as may be necessary to
 
  22  effect the change, exchange, reclassification, or cancellation.
 

 
 
 
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   1       (b)  In particular, and without limitation upon this general
 
   2  power of amendment, a corporation may amend its articles of
 
   3  incorporation, from time to time, so as:
 
   4       (1)  To change its corporate name;
 
   5       (2)  To change its period of duration;
 
   6       (3)  To change, enlarge, or diminish its corporate purposes;
 
   7       (4)  To increase or decrease the aggregate number of shares,
 
   8            or shares of any class, which the corporation has
 
   9            authority to issue, except that if the aggregate number
 
  10            of authorized shares is decreased by the corporation's
 
  11            acquisition of its own shares, the decrease shall be as
 
  12            provided in section 415-6;
 
  13       (5)  To provide, change, or eliminate any provision with
 
  14            respect to the par value of any shares or class of
 
  15            shares;
 
  16       (6)  To exchange, classify, reclassify, or cancel all or any
 
  17            part of its shares, whether issued or unissued;
 
  18       (7)  To change the designation of all or any part of its
 
  19            shares, whether issued or unissued, and to change the
 
  20            preferences, limitations, and the relative rights in
 
  21            respect of all or any part of its shares, whether
 
  22            issued or unissued;
 

 
 
 
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   1       (8)  To change the shares of any class, whether issued or
 
   2            unissued, into a different number of shares of the same
 
   3            class or into the same or a different number of shares
 
   4            of other classes;
 
   5       (9)  To create new classes or shares having rights and
 
   6            preferences either prior and superior or subordinate
 
   7            and inferior to the shares of any class then
 
   8            authorized, whether issued or unissued;
 
   9      (10)  To cancel or otherwise affect the right of the holders
 
  10            of the shares of any class to receive dividends which
 
  11            have accrued but have not been declared;
 
  12      (11)  To divide any preferred or special class of shares,
 
  13            whether issued or unissued, into series and fix and
 
  14            determine the designations of the series and the
 
  15            variations in the relative rights and preferences as
 
  16            between the shares of the series;
 
  17      (12)  To authorize the board of directors to establish, out
 
  18            of authorized but unissued shares, series of any
 
  19            preferred or special class of shares and fix and
 
  20            determine the relative rights and preferences of the
 
  21            shares of any series so established;
 
  22      (13)  To authorize the board of directors to fix and
 

 
 
 
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   1            determine the relative rights and preferences of the
 
   2            authorized but unissued shares of series theretofore
 
   3            established in respect of which either the relative
 
   4            rights and preferences have not been fixed and
 
   5            determined or the relative rights and preferences
 
   6            theretofore fixed and determined are to be changed;
 
   7      (14)  To revoke, diminish, or enlarge the authority of the
 
   8            board of directors to establish series out of
 
   9            authorized but unissued shares of any preferred or
 
  10            special class and fix and determine the relative rights
 
  11            and preferences of the shares of any series so
 
  12            established; or
 
  13      (15)  To limit, deny, or grant to shareholders of any class
 
  14            the preemptive right to acquire additional shares of
 
  15            the corporation, whether then or thereafter
 
  16            authorized."
 
  17       SECTION 7.  Section 415-61, Hawaii Revised Statutes, is
 
  18  amended to read as follows:
 
  19       "§415-61  Articles of amendment.  The articles of amendment
 
  20  shall be delivered to and filed by the director and shall set
 
  21  forth:
 
  22       (1)  The name of the corporation;
 

 
 
 
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   1       (2)  The amendments so adopted which shall be identified by
 
   2            the numerical or other designation thereof in the
 
   3            articles of incorporation;
 
   4       (3)  The date of the adoption of the amendment by the
 
   5            shareholders, or by the board of directors without
 
   6            shareholder action;
 
   7       (4)  The number of shares outstanding, the number of shares
 
   8            entitled to vote thereon, and if the shares of any
 
   9            class are entitled to vote;
 
  10       (5)  The number of shares voted for and against the
 
  11            amendment respectively, and, if the shares of any class
 
  12            are entitled to vote thereon as a class, the number of
 
  13            shares of each such class voted for and against the
 
  14            amendment, respectively, or if no vote of shareholders
 
  15            was taken, a statement to that effect and that
 
  16            shareholder action was not required; and
 
  17       (6)  If the amendment provides for an exchange,
 
  18            reclassification, or cancellation of issued shares,
 
  19            [and if the manner in which the same shall be effected
 
  20            is not set forth in the amendment, then] a statement
 
  21            [of the manner in which the same shall be effected.]
 
  22            that provisions necessary to effect the exchange,
 

 
 
 
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   1            reclassification, or cancellation have been made."
 
   2       SECTION 8.  Section 415-74, Hawaii Revised Statutes, is
 
   3  amended by amending subsection (a) to read as follows:
 
   4       "(a)  Upon receiving the approvals required by sections
 
   5  415-71, 415-72, 415-72A, and 415-73, articles of merger or
 
   6  articles of consolidation shall be delivered to the director for
 
   7  filing and shall set forth:
 
   8       (1)  [The] A statement that the plan of merger, or the plan
 
   9            of consolidation[;] has been approved and signed by the
 
  10            board of directors of each corporation involved in the
 
  11            merger or consolidation;
 
  12       (2)  Either (A) a statement that the vote of shareholders is
 
  13            not required by virtue of section 415-73(e), or (B) as
 
  14            to each corporation, the approval of whose shareholders
 
  15            is required, the number of shares outstanding, and, if
 
  16            the shares of any class were entitled to vote as a
 
  17            class, the designation and number of outstanding shares
 
  18            of each class; [and]
 
  19       (3)  As to each corporation the approval of whose
 
  20            shareholders is required, the number of shares voted
 
  21            for and against the plan, respectively, and, if the
 
  22            shares of any class are entitled to vote as a class,
 

 
 
 
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   1            the number of shares of each class voted for and
 
   2            against the plan, respectively[.]; and
 
   3       (4)  A statement indicating the changes in the articles of
 
   4            incorporation of the surviving corporation to be
 
   5            effected by the merger or consolidation."
 
   6       SECTION 9.  Section 415-75, Hawaii Revised Statutes, is
 
   7  amended by amending subsection (c) to read as follows:
 
   8       "(c)  Articles of merger shall be delivered to the director
 
   9  for filing and shall set forth:
 
  10       (1)  [The] A statement that the plan of merger[;] has been
 
  11            approved and signed by the board of directors of the
 
  12            surviving corporation;
 
  13       (2)  The number of outstanding shares of each class of the
 
  14            subsidiary corporation and the number of shares of each
 
  15            class owned by the surviving corporation; and
 
  16       (3)  The date a copy of the [mailing] plan of merger is
 
  17            mailed to shareholders of the subsidiary corporation
 
  18            entitled to receive the plan [of a copy of the plan of
 
  19            merger]."
 
  20       SECTION 10.  Section 415-75.5, Hawaii Revised Statutes, is
 
  21  amended by amending subsection (c) to read as follows:
 
  22       "(c)  Articles of merger shall be delivered to the director
 

 
 
 
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   1  for filing and shall set forth:
 
   2       (1)  [The] A statement that the plan of merger[;] has been
 
   3            approved and signed by the board of directors of the
 
   4            parent corporation;
 
   5       (2)  The number of outstanding shares of each class of any
 
   6            nonsurviving subsidiary corporation and the number of
 
   7            such shares of each class owned by the parent
 
   8            corporation; and
 
   9       (3)  The date a copy of the [mailing] plan of merger is
 
  10            mailed to shareholders of any nonsurviving subsidiary
 
  11            corporation entitled to receive the plan [of a copy of
 
  12            the plan of merger]."
 
  13       SECTION 11.  Section 415-95, Hawaii Revised Statutes, is
 
  14  amended by amending subsection (e) to read as follows:
 
  15       "(e)  Within ninety days after the involuntary dissolution
 
  16  of a corporation occurring before July 1, 1999, or within two
 
  17  years after an involuntary dissolution occurring after June 30,
 
  18  1999, under this section, the corporation may be reinstated by
 
  19  the director upon written application executed by any two
 
  20  officers of the corporation setting forth such information as the
 
  21  director may require, and the payment of all delinquent fees,
 
  22  penalties, assessments, taxes, costs of involuntary dissolution,
 

 
 
 
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   1  and the filing of all reports due and unfiled.  Within the
 
   2  [ninety-day] applicable reinstatement period, should the name of
 
   3  the corporation, or a name substantially identical thereto be
 
   4  registered or reserved by another corporation, partnership, [or]
 
   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 dissolved corporation pursuant to
 
  10  the amendment provisions of this chapter."
 
  11       SECTION 12. Section 415-108, Hawaii Revised Statutes, is
 
  12  amended to read as follows:
 
  13       "§415-108  Corporate name of foreign corporation.  No
 
  14  certificate of authority shall be issued to a foreign corporation
 
  15  unless its corporate name:
 
  16       (1)  Is not the same as, or substantially identical to, the
 
  17            name of any domestic corporation, domestic partnership,
 
  18            [or] domestic limited liability company, or domestic
 
  19            limited liability partnership existing under the laws
 
  20            of this State or any foreign corporation, foreign
 
  21            partnership, [or] foreign limited liability company, or
 
  22            foreign limited liability partnership authorized to
 

 
 
 
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   1            transact business in this State, or any trade name,
 
   2            trademark, or service mark registered in this State, or
 
   3            a name the exclusive right to which is, at the time,
 
   4            reserved in the manner provided in this chapter, except
 
   5            that this provision shall not apply if the foreign
 
   6            corporation applying for a certificate of authority
 
   7            files with the director any one of the following:
 
   8            (A)  The written consent of such other corporation or
 
   9                 holder of a reserved or registered name to use the
 
  10                 same or substantially identical name and one or
 
  11                 more words are added to make the name
 
  12                 distinguishable from the other name;
 
  13            (B)  A certified copy of a final decree of a court of
 
  14                 competent jurisdiction establishing the prior
 
  15                 right of the foreign corporation to the use of the
 
  16                 name in this State; or
 
  17            (C)  A copy of a certificate of registration of a trade
 
  18                 name by the foreign corporation under which trade
 
  19                 name that foreign corporation will transact
 
  20                 business in this State; and
 
  21       (2)  Is transliterated into letters of the English alphabet,
 
  22  if the name is not in English."
 

 
 
 
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   1       SECTION 13.  Section 415-125, Hawaii Revised Statutes, is
 
   2  amended to read as follows:
 
   3       "§415-125  Annual report of domestic and foreign
 
   4  corporations.  Each domestic corporation and each foreign
 
   5  corporation authorized to transact business in this State shall
 
   6  deliver to the director, within the time prescribed by this
 
   7  chapter, an annual report signed by any authorized officer, or an
 
   8  attorney- in-fact for an officer, or if the corporation is in the
 
   9  hands of a receiver or trustee, by the receiver or trustee
 
  10  setting forth:
 
  11       (1)  The name of the corporation or foreign corporation and
 
  12            the state or country under the laws of which it is
 
  13            incorporated;
 
  14       (2)  [The] Where the corporation is required by law to have
 
  15            a registered office and registered agent in the State,
 
  16            the street address of the domestic corporation's or
 
  17            foreign corporation's registered office in this State,
 
  18            and the name of its registered agent in this State at
 
  19            such address, and the address of its principal office
 
  20            in the state or country under the laws of which it is
 
  21            incorporated[, and, in the case of a domestic
 
  22            corporation, the address of its principal office];
 

 
 
 
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   1            provided that if the mailing address of the principal
 
   2            office differs from the street address, or where no
 
   3            specific street address is available, the rural route
 
   4            post office number or post office box designated or
 
   5            made available by the United States Postal Service;
 
   6       (3)  A brief statement of the character of the business in
 
   7            which the corporation or foreign corporation is
 
   8            actually engaged in this State;
 
   9       (4)  The names and respective residence addresses of the
 
  10            directors and officers of the corporation and the names
 
  11            and respective addresses of the directors and officers
 
  12            of the foreign corporation; provided that where no
 
  13            specific street address is available, the rural route
 
  14            post office number or post office box designated or
 
  15            made available by the United States Postal Service;
 
  16       (5)  A statement of the aggregate number of shares which a
 
  17            domestic corporation has authority to issue, itemized
 
  18            by classes and series, if any, within a class; and
 
  19       (6)  A statement of the aggregate number of shares issued by
 
  20            a domestic corporation, itemized by classes and series,
 
  21            if any, within each class."
 
  22       SECTION 14.  Section 415A-8, Hawaii Revised Statutes, is
 

 
 
 
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   1  amended to read as follows:
 
   2       "§415A-8  Corporate name.  The name of a professional
 
   3  corporation:
 
   4       (1)  May be any name permitted by law expressly applicable
 
   5            to the profession in which the corporation is engaged
 
   6            or by a rule or regulation of the licensing authority
 
   7            of the profession;
 
   8       (2)  Shall not be the same as, or substantially identical
 
   9            to, the name of any domestic corporation, partnership,
 
  10            [or] limited liability company, or limited liability
 
  11            partnership existing or registered under the laws of
 
  12            this State,  or any foreign corporation, partnership,
 
  13            [or] limited liability company, or limited liability
 
  14            partnership authorized to transact business[,] in the
 
  15            State, or any trade name, trademark, or service mark
 
  16            registered in this State, or a name the exclusive right
 
  17            to which is, at the time, reserved in the manner
 
  18            provided in [the Hawaii Business Corporation Act,]
 
  19            chapter 415, or the name of a corporation which has
 
  20            registered its corporate name as provided in [the
 
  21            Hawaii Business Corporation Act,] chapter 415; except
 
  22            that this section shall not apply if the applicant
 

 
 
 
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   1            files with the director either of the following:
 
   2            (A)  The written consent of such other corporation or
 
   3                 holder of a reserved or registered name to use the
 
   4                 same or substantially identical name and one or
 
   5                 more words are added to make the name
 
   6                 distinguishable from the other name, or
 
   7            (B)  A certified copy of a final decree of a court of
 
   8                 competent jurisdiction establishing the prior
 
   9                 right of the applicant to use the name in this
 
  10                 State."
 
  11       SECTION 15.  Section 415A-18, Hawaii Revised Statutes, is
 
  12  amended by amending subsection (e) to read as follows:
 
  13       "(e)  Within ninety days after the involuntary dissolution
 
  14  of a professional corporation occurring before July 1, 1999, or
 
  15  within two years of an involuntary dissolution occurring after
 
  16  June 30, 1999, under this section, the corporation may be
 
  17  reinstated by the director upon a written application executed by
 
  18  any two officers of the corporation setting forth such
 
  19  information as the director may require, and the payment of all
 
  20  delinquent fees, penalties, assessments, taxes, costs of
 
  21  involuntary dissolution, and the filing of all reports due and
 
  22  unfiled.  Within the [ninety-day] applicable reinstatement
 

 
 
 
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   1  period, should the name of the professional corporation, or a
 
   2  name substantially identical thereto be registered or reserved by
 
   3  another corporation, partnership, [or] limited liability company,
 
   4  or limited liability partnership, or should the name or a name
 
   5  substantially identical thereto be registered as a trade name,
 
   6  trademark, or service mark, then reinstatement shall be allowed
 
   7  only upon the registration of a new name by the involuntarily
 
   8  dissolved professional corporation pursuant to the amendment
 
   9  provisions of this chapter."
 
  10       SECTION 16.  Section 415B-7, Hawaii Revised Statutes, is
 
  11  amended to read as follows:
 
  12       "§415B-7  Corporate name.  The corporate name shall not be
 
  13  the same as, or substantially identical to, the name of any
 
  14  domestic corporation, partnership, limited liability company,
 
  15  limited liability partnership, or trade name existing or
 
  16  registered under the laws of this State, or any foreign
 
  17  corporation, partnership, [or] limited liability company, or
 
  18  limited liability partnership authorized to transact business[,]
 
  19  in this State, or any trade name, trademark, or service mark
 
  20  registered in this State, or a name the exclusive right to which
 
  21  is, at the time reserved in the manner provided under the laws of
 
  22  this State, or the name of a corporation which has in effect a
 

 
 
 
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                                        S.B. NO.           S.D. 2
                                                           
                                                           

 
   1  registration of its corporate name as provided under the laws of
 
   2  this State, except that this provision shall not apply if the
 
   3  applicant delivers to the director for filing either of the
 
   4  following:
 
   5       (1)  The written consent of the other corporation or holder
 
   6            of a reserved or registered name to use the same or
 
   7            substantially identical name and one or more words are
 
   8            added to make the name distinguishable from the other
 
   9            name[,]; or
 
  10       (2)  A certified copy of a final decree of a court of
 
  11            competent jurisdiction establishing the prior right of
 
  12            the applicant to the use of the name in this State."
 
  13       SECTION 17.  Section 415B-11, Hawaii Revised Statutes, is
 
  14  amended to read as follows:
 
  15       "§415B-11  Annual report of domestic and foreign
 
  16  corporations.  (a)  Each domestic corporation or foreign
 
  17  corporation authorized to conduct affairs in this State shall
 
  18  deliver to the director for filing, within the time prescribed by
 
  19  this chapter, an annual report setting forth:
 
  20       (1)  The name of the corporation or foreign corporation and
 
  21            the state or country under the laws of which it is
 
  22            incorporated;
 

 
 
 
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   1       (2)  [The] Where the corporation is required by law to have
 
   2            a registered office and registered agent in the State,
 
   3            the street address of the domestic corporation's or
 
   4            foreign corporation's registered office in this State,
 
   5            the name of [the foreign corporation's] its registered
 
   6            agent in this State at that address, and the mailing
 
   7            address of its principal office in the state or country
 
   8            under the laws of which it is incorporated[, and in the
 
   9            case of domestic corporation, the address of the
 
  10            corporation's principal office and the mailing address
 
  11            of the principal office if it differs]; provided that
 
  12            if the mailing address of the principal office differs
 
  13            from the street address, or where no specific street
 
  14            address is available, the rural route post office
 
  15            number or post office box designated or made available
 
  16            by the United States Postal Service;
 
  17       (3)  A brief statement of the character of the affairs which
 
  18            the corporation is actually conducting, or, in the case
 
  19            of a foreign corporation, which the corporation is
 
  20            actually conducting in this State; and
 
  21       (4)  The names and respective addresses of the directors and
 
  22            officers of the foreign corporation, and in the case of
 

 
 
 
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   1            a domestic corporation the names and residence
 
   2            addresses of the directors and officers of a domestic
 
   3            corporation.
 
   4       (b)  The annual report shall be made on forms prescribed and
 
   5  furnished by the director.  It shall be executed on behalf of the
 
   6  corporation by any authorized officer or an attorney-in-fact for
 
   7  an officer of the corporation or, if the corporation is in the
 
   8  hands of a receiver or trustee, by the receiver or trustee."
 
   9       SECTION 18.  Section 415B-34, Hawaii Revised Statutes, is
 
  10  amended to read as follows:
 
  11       "§415B-34  Articles of incorporation.  (a)  One or more
 
  12  individuals may organize a corporation by signing and delivering
 
  13  articles of incorporation to the director pursuant to section
 
  14  415B-10, which shall set forth:
 
  15       (1)  The name of the corporation;
 
  16       (2)  The period of the corporation's duration, which may be
 
  17            perpetual;
 
  18       (3)  The purpose or purposes for which the corporation is
 
  19            organized;
 
  20       (4)  Any provisions, not inconsistent with law, which the
 
  21            incorporators elect to set forth in the articles of
 
  22            incorporation for the regulation of the internal
 

 
 
 
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   1            affairs of the corporation, including any provision for
 
   2            the distribution of assets on dissolution or final
 
   3            liquidation;
 
   4       (5)  The mailing address of the corporation's initial or
 
   5            principal office[;] and, if the corporation is required
 
   6            at the time of incorporation to have a registered
 
   7            office and registered agent in this State, the street
 
   8            address of the corporation's initial registered office
 
   9            and the name of its initial registered agent at that
 
  10            office; provided that where no specific street address
 
  11            is available[, the mailing address, which may be a] for
 
  12            the corporation's initial or principal office or for
 
  13            the corporation's registered office, the rural route
 
  14            post office or post office box designated or made
 
  15            available by the United States Postal Service may be
 
  16            listed;
 
  17       (6)  The number of directors constituting the initial board
 
  18            of directors and the names and residence addresses of
 
  19            the individuals who are to serve as the initial
 
  20            directors and initial officers; and
 
  21       (7)  If a corporation has no members, that fact shall be set
 
  22            forth.
 

 
 
 
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   1       (b)  It shall not be necessary to set forth in the articles
 
   2  of incorporation any of the corporate powers enumerated in this
 
   3  chapter."
 
   4       SECTION 19.  Section 415B-61, Hawaii Revised Statutes, is
 
   5  amended to read as follows:
 
   6       "[[]§415B-61[]]  Board of directors.  The affairs of a
 
   7  corporation shall be managed by a board of directors[, of which
 
   8  one director shall be a resident of this State].  The [other]
 
   9  directors need not be residents of this State or members of the
 
  10  corporation unless required by the articles of incorporation or
 
  11  the bylaws.  The articles of incorporation or the bylaws may
 
  12  prescribe other qualifications for directors."
 
  13       SECTION 20.  Section 415B-84, Hawaii Revised Statutes, is
 
  14  amended to read as follows:
 
  15       "§415B-84  Articles of merger or consolidation.  (a)
 
  16  The articles of merger or articles of consolidation shall be
 
  17  delivered to the director for filing and shall set forth:
 
  18       (1)  [The] That the plan of merger or the plan of
 
  19            consolidation[, including] has been approved and signed
 
  20            by the board of directors of each corporation, in
 
  21            accordance with section 415B-83, and a statement of the
 
  22            jurisdiction of incorporation if a foreign corporation
 

 
 
 
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   1            is involved;
 
   2       (2)  If the members of any merging or consolidating
 
   3            corporation are entitled to vote thereon, then as to
 
   4            each [such] corporation:
 
   5            (A)  [a] A statement setting forth the date of the
 
   6                 meeting of members at which the plan was adopted,
 
   7                 that a quorum was present at the meeting, and that
 
   8                 the plan received at least two-thirds of the votes
 
   9                 which members present at the meeting or
 
  10                 represented by proxy were entitled to cast[,]; or
 
  11            (B)  [a] A statement that the amendment was adopted by
 
  12                 a consent in writing signed by all members
 
  13                 entitled to vote with respect thereto; [and]
 
  14       (3)  If any merging or consolidating corporation has no
 
  15            members, or no members entitled to vote thereon, then
 
  16            as to each such corporation a statement of this fact,
 
  17            the date of the meeting of the board of directors at
 
  18            which the plan of merger or consolidation was adopted,
 
  19            and a statement of the fact that the plan received the
 
  20            vote of a majority of the directors in office[.]; and
 
  21       (4)  A statement indicating the changes in the articles of
 
  22            incorporation of the surviving corporation to be
 

 
 
 
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   1            effected by the merger or consolidation.
 
   2       (b)  After the articles of merger or articles of
 
   3  consolidation have been delivered to the director and filed, the
 
   4  certificate of merger or certificate of consolidation shall be
 
   5  issued by the director."
 
   6       SECTION 21.  Section 415B-98, Hawaii Revised Statutes, is
 
   7  amended by amending subsection (f) to read as follows:
 
   8       "(f)  Within ninety days after the involuntary dissolution
 
   9  of a corporation occurring before July 1, 1999, or within two
 
  10  years of an involuntary dissolution occurring after June 30,
 
  11  1999, under this section, the corporation may be reinstated by
 
  12  the director upon written application executed by any two
 
  13  officers of the corporation setting forth such information as the
 
  14  director may require, and the payment of all delinquent fees,
 
  15  penalties, assessments, taxes, costs of involuntary dissolution,
 
  16  and the filing of all reports due and unfiled.  Within the
 
  17  [ninety-day] applicable reinstatement period, should the name of
 
  18  the corporation, or a name substantially identical thereto be
 
  19  registered or reserved by another corporation, partnership, [or]
 
  20  limited liability company, or limited liability partnership, or
 
  21  such name or a name substantially identical thereto be registered
 
  22  as a trade name, trademark, or service mark, then reinstatement
 

 
 
 
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   1  shall be allowed only upon the registration of a new name by the
 
   2  involuntarily dissolved corporation pursuant to the amendment
 
   3  provisions of this chapter."
 
   4       SECTION 22.  Section 415B-122, Hawaii Revised Statutes, is
 
   5  amended to read as follows:
 
   6       "§415B-122  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 profit or nonprofit corporation,
 
  11            partnership, [or] limited liability company, or limited
 
  12            liability partnership existing under the laws of this
 
  13            State, or any profit or nonprofit foreign corporation,
 
  14            foreign partnership, [or] foreign limited liability
 
  15            company, or foreign limited liability partnership
 
  16            authorized to transact business or conduct affairs in
 
  17            this State, or a corporate or trade name, trademark, or
 
  18            service mark reserved or registered pursuant to the
 
  19            laws of this State; and
 
  20       (2)  Is transliterated into letters of the English alphabet,
 
  21            if the name is not in English."
 
  22       SECTION 23.  Section 425-6, Hawaii Revised Statutes, is
 

 
 
 
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   1  amended to read as follows:
 
   2       "§425-6  Partnership name.  (a)  No statement or certificate
 
   3  of any partnership having a name substantially identical with the
 
   4  name of any corporation, partnership, [or] limited liability
 
   5  company, or limited liability partnership registered to do
 
   6  business under the laws of the State or with any trade name,
 
   7  service mark, or trademark previously registered shall be
 
   8  recorded by the director.  The acceptance of a statement or
 
   9  certificate of a partnership for registration by the director
 
  10  shall not abrogate or limit any common law or other right of any
 
  11  person to any corporation, partnership, [or] limited liability
 
  12  company, or limited liability partnership name, trade name,
 
  13  trademark, or service mark.
 
  14       (b)  The director may make, amend, and repeal [such] rules
 
  15  [as] that may be necessary to carry out the purposes of this
 
  16  section."
 
  17       SECTION 24.  Section 425-14, Hawaii Revised Statutes, is
 
  18  amended to read as follows:
 
  19       "§425-14  Cancellation of registration.  (a)  If any general
 
  20  partnership fails or neglects for a period of two years to file
 
  21  any annual statement as required by this part, the director of
 
  22  commerce and consumer affairs may cancel the registration or the
 

 
 
 
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   1  certificate, as the case may be, of [such] the partnership.  The
 
   2  cancellation of [such] the registration or certificate shall not
 
   3  relieve the partners of liability for the penalties for the
 
   4  failure to file any statement or certificates required by this
 
   5  part.
 
   6       (b)  Within ninety days after the involuntary cancellation
 
   7  of a general partnership occurring before July 1, 1999, or within
 
   8  two years of an involuntary cancellation occurring after June 30,
 
   9  1999, under this section, the registration statement of the
 
  10  general partnership may be reinstated by the director upon:
 
  11       (1)  Written application executed by any partner of the
 
  12            general partnership setting forth information that the
 
  13            director may require;
 
  14       (2)  The payment of all delinquent fees, penalties,
 
  15            assessments, taxes, and costs of involuntary
 
  16            cancellation; and
 
  17       (3)  The filing of all statements due and unfiled.
 
  18  Within the applicable reinstatement period, if the name of the
 
  19  general partnership, or a name substantially identical thereto is
 
  20  registered or reserved by another corporation, partnership,
 
  21  limited liability company, or limited liability partnership, or
 
  22  if the name or a name substantially identical thereto is
 

 
 
 
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   1  registered as a trade name, trademark, or service mark, then
 
   2  reinstatement shall be allowed only upon the registration of a
 
   3  new name by the general partnership pursuant to the amendment
 
   4  provisions of this chapter."
 
   5       SECTION 25.  Section 425-164, Hawaii Revised Statutes, is
 
   6  amended by amending subsection (b) to read as follows:
 
   7       "(b)  No certificate of a limited liability partnership or
 
   8  registration for a foreign limited liability partnership shall be
 
   9  accepted by the director if the name of the partnership:
 
  10       (1)  Is the same as, or substantially identical to, the name
 
  11            of any domestic corporation [or], domestic partnership,
 
  12            domestic limited liability company, or domestic limited
 
  13            liability partnership, [whether general, limited,
 
  14            limited liability, domestic, or foreign, previously
 
  15            authorized or registered to do business] existing or
 
  16            registered under the laws of the State, or [with] any
 
  17            foreign corporation, foreign partnership, foreign
 
  18            limited liability company, or foreign limited liability
 
  19            partnership authorized to transact business in this
 
  20            State, or any trade name, service mark, or trademark
 
  21            [previously] registered [under the laws of the] in this
 
  22            State, or a name the exclusive right to which is, at
 

 
 
 
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   1            the time, reserved, except that this provision shall
 
   2            not apply if the partnership applying for registration
 
   3            files with the director [any one] either of the
 
   4            following:
 
   5            (A)  The written consent of the holder of the
 
   6                 registered or reserved 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; or
 
  10            (B)  A certified copy of a final decree of a court of
 
  11                 competent jurisdiction establishing the prior
 
  12                 right of the foreign limited liability partnership
 
  13                 to use the name in this State; and
 
  14       (2)  In the case of a foreign limited liability partnership,
 
  15            is not transliterated into letters of the English
 
  16            alphabet, if the name is not in English."
 
  17       SECTION 26.  Section 425-171, Hawaii Revised Statutes, is
 
  18  amended to read as follows:
 
  19       "[[]§425-171[]]  Cancellation of registration.  (a)  If any
 
  20  limited liability partnership or foreign limited liability
 
  21  partnership fails or neglects for a period of two years to file
 
  22  any annual statement as required by this part, the director may
 

 
 
 
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   1  cancel the registration of the partnership.  The cancellation of
 
   2  the registration shall not relieve the partners of liability for
 
   3  the penalties due to the State for the failure to file any
 
   4  statement or certificates required by this part.
 
   5       (b)  Within ninety days after the involuntary cancellation
 
   6  of a domestic or foreign limited liability partnership occurring
 
   7  before July 1, 1999, or within two years of an involuntary
 
   8  cancellation occurring after June 30, 1999, under this section,
 
   9  the registration statement of the domestic or foreign limited
 
  10  liability partnership may be reinstated by the director upon:
 
  11       (1)  Written application executed by any partner of the
 
  12            limited liability partnership setting forth information
 
  13            that the director may require;
 
  14       (2)  The payment of all delinquent fees, penalties,
 
  15            assessments, taxes, costs of involuntary cancellation;
 
  16            and
 
  17       (3)  The filing of all statements due and unfiled.
 
  18  Within the applicable reinstatement period, if the name of the
 
  19  limited liability partnership, or a name substantially identical
 
  20  thereto, is registered or reserved by another corporation,
 
  21  partnership, limited liability company, or limited liability
 
  22  partnership, or if the name or a name substantially identical
 

 
 
 
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   1  thereto is registered as a trade name, trademark, or service
 
   2  mark, then reinstatement shall be allowed only upon the
 
   3  registration of a new name by the limited liability partnership
 
   4  pursuant to the amendment provisions of this chapter."
 
   5       SECTION 27.  Section 425-178, Hawaii Revised Statutes, is
 
   6  amended by amending subsection (c) to read as follows:
 
   7       "(c)  For purposes of subsection (a), a limited liability
 
   8  partnership is a professional partnership if it is engaged in the
 
   9  delivery of professional services under chapters 442, 448, 453,
 
  10  455, 457, [458,] 459, 460, 461, 463E, 465, 466, and 471."
 
  11       SECTION 28.  Section 425D-102, Hawaii Revised Statutes, is
 
  12  amended by amending subsection (a) to read as follows:
 
  13       "(a)  The name of each limited partnership as set forth in
 
  14  its certificate of limited partnership:
 
  15       (1)  May not contain the name of a limited partner unless:
 
  16            (A)  It is also the name of a general partner or the
 
  17                 corporate name of a corporate general partner[,];
 
  18                 or
 
  19            (B)  The business of the limited partnership had been
 
  20                 carried on under that name before the admission of
 
  21                 that limited partner;
 
  22       (2)  Shall not be the same as, or substantially identical
 

 
 
 
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   1            to, the name of any domestic corporation, domestic
 
   2            partnership, [or] domestic limited liability company,
 
   3            or domestic limited liability partnership existing or
 
   4            registered under the laws of this State, any foreign
 
   5            corporation, foreign partnership, [or] foreign limited
 
   6            liability company, or foreign limited liability
 
   7            partnership authorized to transact business in this
 
   8            State, or any trade name, trademark, or service mark
 
   9            [previously] registered in this State, or a name the
 
  10            exclusive right to which is, at the time, reserved, or
 
  11            the name of a partnership which has in effect a
 
  12            registration of its partnership name as provided in
 
  13            this chapter, except that this provision shall not
 
  14            apply if the applicant filed with the director either
 
  15            of the following:
 
  16            (A)  The written consent of the other partnership or
 
  17                 holder of a reserved or registered name to use the
 
  18                 same or substantially identical name, and one or
 
  19                 more words [may be] are added to make the name
 
  20                 distinguishable from the other name, or
 
  21            (B)  A certified copy of a final decree of a court of
 
  22                 competent jurisdiction establishing the prior
 

 
 
 
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                                        S.B. NO.           S.D. 2
                                                           
                                                           

 
   1                 right of the applicant to the use of the name in
 
   2                 this State."
 
   3       SECTION 29.  Section 425D-203.6, Hawaii Revised Statutes, is
 
   4  amended by amending subsection (b) to read as follows:
 
   5       "(b)  Within ninety days after the involuntary cancellation
 
   6  of a certificate of the limited partnership occurring before
 
   7  July 1, 1999, or a involuntary cancellation occurring after
 
   8  June 30, 1999, under this section, the certificate of limited
 
   9  partnership may be reinstated by the director upon [written]:
 
  10       (1)  Written application executed by any general partner of
 
  11            the limited partnership setting forth such information
 
  12            as the director may require[, and the];
 
  13       (2)  The payment of all delinquent fees, penalties,
 
  14            assessments, taxes, costs of involuntary cancellation[,
 
  15            and the]; and
 
  16       (3)  The filing of all statements due and unfiled.
 
  17  Within the [ninety-day] applicable reinstatement period, should
 
  18  the name of the limited partnership, or a name substantially
 
  19  identical thereto, be registered or reserved by another
 
  20  corporation, partnership, [or] limited liability company, or
 
  21  limited liability partnership, or should [such] the name or a
 
  22  name substantially identical thereto be registered as a trade
 

 
 
 
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   1  name, trademark, or service mark, then reinstatement shall be
 
   2  allowed only upon the registration of a new name by the
 
   3  [involuntarily canceled] limited partnership pursuant to the
 
   4  amendment provisions of this chapter."
 
   5       SECTION 30.  Section 425D-904, Hawaii Revised Statutes, is
 
   6  amended by amending subsection (a) to read as follows:
 
   7       "(a)  No registration for a foreign limited partnership
 
   8  shall be accepted by the director if the name of such foreign
 
   9  limited partnership:
 
  10       (1)  Is the same as, or substantially identical to, the name
 
  11            of any domestic [or foreign] corporation, domestic
 
  12            partnership [whether general or limited, or], domestic
 
  13            limited liability company, or domestic limited
 
  14            liability partnership, [previously authorized or]
 
  15            existing or registered to do business under the laws of
 
  16            [the] this  State, or any foreign corporation, foreign
 
  17            partnership, foreign limited liability company, or
 
  18            foreign limited liability partnership authorized to
 
  19            transact business in this State, or [with] any trade
 
  20            name, service mark, or trademark [previously]
 
  21            registered [under the laws of the] in this State, or a
 
  22            name the exclusive right to which is, at the time,
 

 
 
 
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   1            reserved, except that this provision shall not apply if
 
   2            the foreign limited partnership applying for
 
   3            registration files with the director [any one] either
 
   4            of the following:
 
   5            (A)  The written consent of the holder of the
 
   6                 registered or reserved name to use the same or
 
   7                 substantially identical name and one or more words
 
   8                 are added to make the name distinguishable from
 
   9                 the other name; or
 
  10            (B)  A certified copy of a final decree of a court of
 
  11                 competent jurisdiction establishing the prior
 
  12                 right of the foreign limited partnership to the
 
  13                 use of the name in this State; and
 
  14       (2)  Is not transliterated into letters of the English
 
  15            alphabet, if the name is not in English."
 
  16       SECTION 31.  Section 428-105, Hawaii Revised Statutes, is
 
  17  amended by amending subsection (b) to read as follows:
 
  18       "(b) Except as authorized by subsections (c) and (d), the
 
  19  name of a limited liability company [must] shall not be the same
 
  20  as, or substantially identical to:
 
  21       (1)  The name of any corporation, partnership, [or] limited
 
  22            liability company, or limited liability partnership
 

 
 
 
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   1            existing under the laws of this State;
 
   2       (2)  The name of any foreign corporation, foreign
 
   3            partnership, [or] foreign limited liability company, or
 
   4            foreign limited liability partnership authorized to
 
   5            transact business in this State;
 
   6       (3)  A name the exclusive right to which is reserved under
 
   7            the laws of this State;
 
   8       (4)  A fictitious name approved under section 428-1005 for a
 
   9            foreign limited liability company authorized to
 
  10            transact business in this State because its real name
 
  11            is unavailable; or
 
  12       (5)  Any trade name, service mark, or trademark registered
 
  13            in this State."
 
  14       SECTION 32.  Section 428-905, Hawaii Revised Statutes, is
 
  15  amended by amending subsection (a) to read as follows:
 
  16       "(a)  After approval of the plan of merger under section
 
  17  428-904(c) and compliance with section 428-908, if applicable,
 
  18  unless the merger is abandoned under section 428-904(d), articles
 
  19  of merger shall be signed on behalf of each limited liability
 
  20  company and each other entity that is a party to the merger and
 
  21  delivered to the director for filing.  The articles shall set
 
  22  forth and contain:
 

 
 
 
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   1       (1)  The name and jurisdiction of formation or organization
 
   2            of each of the entities that are parties to the merger;
 
   3      [(2)  The plan of merger;
 
   4       (3)] (2)  A statement, signed by each entity that is a party
 
   5            to the merger, that the plan of merger was approved;
 
   6      [(4)] (3)  As to each entity, the total authorized votes and
 
   7            the number voted for and against the plan;
 
   8      [(5)] (4)  The name and address of the surviving company;
 
   9      [(6)] (5)  The effective date and time of the merger, which
 
  10            shall be not earlier than the date and time of filing
 
  11            of the articles of merger and not later than thirty
 
  12            days after the filing of the articles of merger;
 
  13      [(7)] (6)  If the surviving entity is a foreign limited
 
  14            liability company[, it shall file with the director;]:
 
  15            (A)  An agreement that the surviving entity may be
 
  16                 served with process in this State in any action or
 
  17                 proceeding for the enforcement of any liability or
 
  18                 obligation of any entity previously subject to
 
  19                 suit in this State which is to merge;
 
  20            (B)  An irrevocable appointment of a resident of this
 
  21                 State including the street address, as its agent
 
  22                 to accept service of process in any such
 

 
 
 
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   1                 proceeding; and
 
   2            (C)  An agreement for the enforcement, as provided in
 
   3                 this chapter, of the right of any dissenting
 
   4                 member, shareholder or partner to receive payment
 
   5                 for their interest against the surviving entity;
 
   6                 and
 
   7      [(8)] (7)  A statement of compliance with section 428-908, if
 
   8            applicable."
 
   9       SECTION 33.  Section 428-1005, Hawaii Revised Statutes, is
 
  10  amended by amending subsection (b) to read as follows:
 
  11       "(b)  Except as authorized by subsections (c) and (d), the
 
  12  name, including a fictitious name, of a foreign limited liability
 
  13  company shall not be the same as or substantially identical to:
 
  14       (1)  The name of any corporation, partnership, [or] limited
 
  15            liability company, or limited liability partnership
 
  16            existing under the laws of this State;
 
  17       (2)  The name of any foreign corporation, foreign
 
  18            partnership, [or] foreign limited liability company, or
 
  19            foreign limited liability partnership authorized to
 
  20            transact business in this State;
 
  21       (3)  A name, the exclusive right to which is reserved under
 
  22            the laws of this State;
 

 
 
 
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   1       (4)  The fictitious name of another foreign limited
 
   2            liability company authorized to transact business in
 
   3            this State; or
 
   4       (5)  Any trade name, service mark, or trademark registered
 
   5            in this State."
 
   6       SECTION 34.  Section 482-4, Hawaii Revised Statutes, is
 
   7  amended by amending subsection (a) to read as follows:
 
   8       "(a)  It shall be unlawful for any person to adopt or use a
 
   9  print, label, trademark, service mark, or trade name which is
 
  10  identical to or confusingly similar with any registered print,
 
  11  label, trademark, service mark, or trade name, or the name of any
 
  12  partnership, corporation, [or] limited liability company, or
 
  13  limited liability partnership registered in accordance with the
 
  14  laws on partnerships, corporations, [or] limited liability
 
  15  companies[.], or limited liability partnerships."
 
  16       SECTION 35. Statutory material to be repealed is bracketed.
 
  17  New statutory material is underscored.
 
  18       SECTION 36. This Act shall take effect upon its approval.