REPORT TITLE:
Names of Corporations,
Partnerships, and Limited
Liability Companies


DESCRIPTION:
Enables corporations, partnerships, and limited liability
companies to seek administrative relief against other entities
that have registered or are using a name that is substantially
identical or confusingly similar.  (HB1080 HD1)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                        1080
HOUSE OF REPRESENTATIVES                H.B. NO.           H.D. 1
TWENTIETH LEGISLATURE, 1999                                
STATE OF HAWAII                                            
                                                             
________________________________________________________________
________________________________________________________________


                   A  BILL  FOR  AN  ACT

RELATING TO THE NAMES OF CORPORATIONS, PARTNERSHIPS, AND LIMITED
   LIABILITY COMPANIES.



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

 1      SECTION 1.  Chapter 415, Hawaii Revised Statutes, is amended
 
 2 by adding a new section to be appropriately designated and to
 
 3 read as follows:
 
 4      "§415-     Administrative order of abatement for
 
 5 infringement of corporate name.  (a)  Any domestic corporation in
 
 6 good standing or foreign corporation authorized to do business in
 
 7 this State claiming that the name of any domestic corporation,
 
 8 partnership, limited partnership, limited liability partnership,
 
 9 or limited liability company existing under the laws of this
 
10 State, or any foreign corporation, partnership, limited
 
11 partnership, limited liability partnership, or limited liability
 
12 company authorized to transact business in this State is
 
13 substantially identical to or confusingly similar with its name
 
14 may file a petition with the director for an administrative order
 
15 of abatement to address the infringement of its name.  The
 
16 petition shall set forth the facts and authority that support the
 
17 petitioner's claim that further use of the name should be abated.
 
18 The petitioner, at the petitioner's expense, shall notify the
 
19 registrant of the hearing in the manner prescribed by chapter 91
 
20 and the registrant shall be given an opportunity to respond to
 

 
Page 2                                                     1080
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1 the petition at a hearing held in accordance with chapter 91.
 
 2      (b)  In addition to any other remedy or sanction allowed by
 
 3 law, the order of abatement may:
 
 4      (1)  (A)  Allow the entity to retain its registered name;
 
 5           (B)  Require the entity to register a new trade name
 
 6                with the director; and
 
 7           (C)  Require the entity to conduct business in this
 
 8                State under this new trade name;
 
 9           or
 
10      (2)  (A)  Require the entity to change its registered name;
 
11           (B)  Require the entity to register the new name with
 
12                the director; and
 
13           (C)  Require the entity to conduct business in this
 
14                State under its new name.
 
15 If the entity fails to comply with the order of abatement within
 
16 sixty days, the director may involuntarily dissolve or terminate
 
17 the entity, or cancel or revoke the entity's registration or
 
18 certificate of authority, after the time to appeal has lapsed and
 
19 no appeal has been timely filed.  The director shall mail notice
 
20 of the dissolution, termination, or cancellation to the entity at
 
21 its last known mailing address.  The entity shall wind up its
 
22 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
23 428, as applicable.
 

 
Page 3                                                     1080
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      (c)  Any person aggrieved by the director's order under this
 
 2 section may obtain judicial review in accordance with chapter 91
 
 3 by filing a notice of appeal in circuit court within thirty days
 
 4 after the issuance of the director's order.  The trial by the
 
 5 circuit court of any such proceeding shall be de novo.
 
 6 Proceedings for review by the supreme court may be had and taken
 
 7 in the same manner as is provided for a review of a judgment of a
 
 8 circuit court."
 
 9      SECTION 2.  Chapter 415A, Hawaii Revised Statutes, is
 
10 amended by adding a new section to be appropriately designated
 
11 and to read as follows:
 
12      "§415A-    Administrative order of abatement for
 
13 infringement of corporate name.  (a)  Any professional
 
14 corporation in good standing claiming that the name of any
 
15 domestic corporation, professional corporation, partnership,
 
16 limited partnership, limited liability partnership, or limited
 
17 liability company existing under the laws of this State, or any
 
18 foreign corporation, partnership, limited partnership, limited
 
19 liability partnership, or limited liability company authorized to
 
20 transact business in this State is substantially identical to or
 
21 confusingly similar with its name may file a petition with the
 
22 director for an administrative order of abatement to address the
 

 
 
 
Page 4                                                     1080
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1 infringement of its name.  The petition shall set forth the facts
 
 2 and authority that support the petitioner's claim that further
 
 3 use of the name should be abated.  The petitioner, at the
 
 4 petitioner's expense, shall notify the registrant of the hearing
 
 5 in the manner prescribed by chapter 91 and the registrant shall
 
 6 be given an opportunity to address the petition at a hearing held
 
 7 in accordance with chapter 91.
 
 8      (b)  In addition to any other remedy or sanction allowed by
 
 9 law, the order of abatement may:
 
10      (1)  (A)  Allow the entity to retain its registered name;
 
11           (B)  Require the entity to register a new trade name
 
12                with the director; and
 
13           (C)  Require the entity to conduct business in this
 
14                State under this new trade name;
 
15           or
 
16      (2)  (A)  Require the entity to change its registered name;
 
17           (B)  Require the entity to register the new name with
 
18                the director; and
 
19           (C)  Require the entity to conduct business in this
 
20                State under its new name.
 
21 If an entity fails to comply with the order of abatement within
 
22 sixty days, the director may involuntarily dissolve or terminate
 
23 the entity, or cancel or revoke the entity's registration or
 

 
Page 5                                                     1080
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1 certificate of authority, after the time to appeal has lapsed and
 
 2 no appeal has been timely filed.  The director shall mail notice
 
 3 of the dissolution, termination, or cancellation to the entity at
 
 4 its last known mailing address.  The entity shall wind up its
 
 5 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
 6 428, as applicable.
 
 7      (c)  Any person aggrieved by the director's order under this
 
 8 section may obtain judicial review in accordance with chapter 91
 
 9 by filing a notice of appeal in circuit court within thirty days
 
10 after the issuance of the director's order.  The trial by the
 
11 circuit court of any such proceeding shall be de novo.
 
12 Proceedings for review by the supreme court may be had and taken
 
13 in the same manner as is provided for a review of a judgment of a
 
14 circuit court."
 
15      SECTION 3.  Chapter 415B, Hawaii Revised Statutes, is
 
16 amended by adding a new section to be appropriately designated
 
17 and to read as follows:
 
18      "§415B-     Administrative order of abatement for
 
19 infringement of corporate name.  (a)  Any domestic corporation in
 
20 good standing or foreign corporation authorized to do business in
 
21 this State claiming that the name of another domestic
 
22 corporation, partnership, limited partnership, limited liability
 
23 partnership, or limited liability company existing under the laws
 

 
Page 6                                                     1080
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1 of this State, or any foreign corporation, partnership, limited
 
 2 partnership, limited liability partnership, or limited liability
 
 3 company authorized to transact business in this State is
 
 4 substantially identical to or confusingly similar with its name
 
 5 may file a petition with the director for an administrative order
 
 6 of abatement to address the infringement of its name.  The
 
 7 petition shall set forth the facts and authority that support the
 
 8 petitioner's claim that further use of the name should be abated.
 
 9 The petitioner, at the petitioner's expense, shall notify the
 
10 registrant of the hearing in the manner prescribed by chapter 91
 
11 and the registrant shall be given an opportunity to address the
 
12 petition at a hearing held in accordance with chapter 91.
 
13      (b)  In addition to any other remedy or sanction allowed by
 
14 law, the order of abatement may:
 
15      (1)  (A)  Allow the entity to retain its registered name;
 
16           (B)  Require the entity to register a new trade name
 
17                with the director; and
 
18           (C)  Require the entity to conduct business in this
 
19                State under this new trade name;
 
20           or
 
21      (2)  (A)  Require the entity to change its registered name;
 
22           (B)  Require the entity to register the new name with
 
23                the director; and
 

 
Page 7                                                     1080
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1           (C)  Require the entity to conduct business in this
 
 2                State under its new name.
 
 3 If an entity fails to comply with the order of abatement within
 
 4 sixty days, the director may involuntarily dissolve or terminate
 
 5 the entity, or cancel or revoke the entity's registration or
 
 6 certificate of authority, after the time to appeal has lapsed and
 
 7 no appeal has been timely filed.  The director shall mail notice
 
 8 of the dissolution, termination, or cancellation to the entity at
 
 9 its last known mailing address.  The entity shall wind up its
 
10 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
11 428, as applicable.
 
12      (c)  Any person aggrieved by the director's order under this
 
13 section may obtain judicial review in accordance with chapter 91
 
14 by filing in the court a notice of appeal in circuit court within
 
15 thirty days after the issuance of the director's order.  The
 
16 trial by the circuit court of any such proceeding shall be de
 
17 novo.  Proceedings for review by the supreme court may be had and
 
18 taken in the same manner as is provided for a review of a
 
19 judgment of a circuit court."
 
20      SECTION 4.  Chapter 425, Hawaii Revised Statutes, is amended
 
21 by adding to part VI a new section to be appropriately designated
 
22 and to read as follows:
 

 
 
 
Page 8                                                     1080
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      "§425-     Administrative order of abatement for
 
 2 infringement of partnership name.  (a)  Any domestic partnership
 
 3 in good standing formed under this chapter or foreign partnership
 
 4 authorized to do business in this State under this chapter
 
 5 claiming that the name of another domestic corporation,
 
 6 partnership, limited partnership, limited liability partnership,
 
 7 or limited liability company existing under the laws of this
 
 8 State, or any foreign corporation, partnership, limited
 
 9 partnership, limited liability partnership, or limited liability
 
10 company authorized to transact business in this State is
 
11 substantially identical to or confusingly similar with its name
 
12 may file a petition with the director for an administrative order
 
13 of abatement to address the infringement of its name.  The
 
14 petition shall set forth the facts and authority that support the
 
15 petitioner's claim that further use of the name should be abated.
 
16 The petitioner, at the petitioner's expense, shall notify the
 
17 registrant of the hearing in the manner prescribed by chapter 91
 
18 and the registrant shall be given an opportunity to address the
 
19 petition at a full hearing held accordance with chapter 91.
 
20      (b)  In addition to any other remedy or sanction allowed by
 
21 law, the order of abatement may:
 
22      (1)  (A)  Allow the entity to retain its registered name;
 
23           (B)  Require the entity to register a new trade name
 
24                with the director; and
 

 
Page 9                                                     1080
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1           (C)  Require the entity to conduct business in this
 
 2                State under this new trade name;
 
 3           or
 
 4      (2)  (A)  Require the entity to change its registered name;
 
 5           (B)  Require the entity to register the new name with
 
 6                the director; and
 
 7           (C)  Require the entity to conduct business in this
 
 8                State under its new name.
 
 9 If an entity fails to comply with the order of abatement within
 
10 sixty days, the director may involuntarily dissolve or terminate
 
11 the entity, or cancel or revoke the entity's registration or
 
12 certificate of authority, after the time to appeal has lapsed and
 
13 no appeal has been timely filed.  The director shall mail notice
 
14 of the dissolution, termination, or cancellation to the entity at
 
15 its last known mailing address.  The entity shall wind up its
 
16 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
17 428, as applicable.
 
18      (c)  Any person aggrieved by the director's order under this
 
19 section may obtain judicial review in accordance with chapter 91
 
20 by filing a notice of appeal in circuit court within thirty days
 
21 after the issuance of the director's order.  The trial by the
 
22 circuit court of any such proceeding shall be de novo.
 
23 Proceedings for review by the supreme court may be had and taken
 

 
Page 10                                                    1080
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1 in the same manner as is provided for a review of a judgment of a
 
 2 circuit court."
 
 3      SECTION 5.  Chapter 425D, Hawaii Revised Statutes, is
 
 4 amended by adding a new section to be appropriately designated
 
 5 and to read as follows:
 
 6      "§425D-     Administrative order of abatement for
 
 7 infringement of limited partnership name.  (a)  Any domestic
 
 8 limited partnership in good standing or foreign limited
 
 9 partnership authorized to do business in this State claiming that
 
10 the name of another domestic corporation, partnership, limited
 
11 partnership, limited liability partnership, or limited liability
 
12 company existing under the laws of this State, or any foreign
 
13 corporation, partnership, limited partnership, limited liability
 
14 partnership, or limited liability company authorized to transact
 
15 business in this State is substantially identical to or
 
16 confusingly similar with its name may file a petition with the
 
17 director for an administrative order of abatement to address the
 
18 infringement of its name.  The petition shall set forth the facts
 
19 and authority that support the petitioner's claim that further
 
20 use of the name should be abated.  The petitioner, at the
 
21 petitioner's expense, shall notify the registrant of the hearing
 
22 in the manner prescribed by chapter 91 and the registrant shall
 
23 be given an opportunity to address the petition at a full hearing
 
24 held in accordance with chapter 91.
 

 
Page 11                                                    1080
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      (b)  In addition to any other remedy or sanction allowed by
 
 2 law, the order of abatement may:
 
 3      (1)  (A)  Allow the entity to retain its registered name;
 
 4           (B)  Require the entity to register a new trade name
 
 5                with the director; and
 
 6           (C)  Require the entity to conduct business in this
 
 7                State under this new trade name;
 
 8           or
 
 9      (2)  (A)  Require the entity to change its registered name;
 
10           (B)  Require the entity to register the new name with
 
11                the director; and
 
12           (C)  Require the entity to conduct business in this
 
13                State under its new name.
 
14 If an entity fails to comply with the order of abatement within
 
15 sixty days, the director may involuntarily dissolve or terminate
 
16 the entity, or cancel or revoke the entity's registration or
 
17 certificate of authority, after the time to appeal has lapsed and
 
18 no appeal has been timely file.  The director shall mail notice
 
19 of the dissolution, termination, or cancellation to the entity at
 
20 its last know mailing address.  The entity shall wind up its
 
21 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
22 428, as applicable.
 

 
 
 
Page 12                                                    1080
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      (c)  Any person aggrieved by the director's order under this
 
 2 section may obtain judicial review in accordance with chapter 91
 
 3 by filing a notice of appeal within thirty days after the
 
 4 issuance of the director's order.  The trial by the circuit court
 
 5 of any such proceeding shall be de novo.  Proceedings for review
 
 6 by the supreme court may be had and taken in the same manner as
 
 7 is provided for a review of a judgment of a circuit court."
 
 8      SECTION 6.  Chapter 428, Hawaii Revised Statutes, is amended
 
 9 by adding a new section to be appropriately designated and to
 
10 read as follows:
 
11      "§428-     Administrative order of abatement for
 
12 infringement of limited liability company name.  (a)  Any
 
13 domestic limited liability company in good standing or foreign
 
14 limited liability company authorized to do business in this State
 
15 claiming that the name of another domestic corporation,
 
16 partnership, limited partnership, limited liability partnership,
 
17 or limited liability company existing under the laws of this
 
18 State, or any foreign corporation, partnership, limited
 
19 partnership, limited liability partnership, or foreign limited
 
20 liability company authorized to transact business in the State is
 
21 substantially identical to or confusingly similar with its name
 
22 may file a petition with the director for an administrative order
 
23 of abatement to address the infringement of its name.  The
 
24 petition shall set forth the facts and authority that support the
 

 
Page 13                                                    1080
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1 petitioner's claim that further use of the name should be abated.
 
 2 The petitioner, at the petitioner's expense, shall notify the
 
 3 registrant of the hearing in the manner prescribed by chapter 91
 
 4 and the registrant shall be given an opportunity to address the
 
 5 petition at a full hearing held in accordance with chapter 91.
 
 6      (b)  In addition to any other remedy or sanction allowed by
 
 7 law, the order of abatement may:
 
 8      (1)  (A)  Allow the entity to retain its registered name;
 
 9           (B)  Require the entity to register a new trade name
 
10                with the director; and
 
11           (C)  Require the entity to conduct business in this
 
12                State under this new trade name;
 
13           or
 
14      (2)  (A)  Require the entity to change its registered name;
 
15           (B)  Require the entity to register the new name with
 
16                the director; and
 
17           (C)  Require the entity to conduct business in this
 
18                State under its new name.
 
19 If an entity fails to comply with the order of abatement within
 
20 sixty days, the director may involuntarily dissolve or terminate
 
21 the entity, or cancel or revoke the entity's registration or
 
22 certificate of authority, after the time to appeal has lapsed and
 
23 no appeal has been timely filed.  The director shall mail notice
 

 
Page 14                                                    1080
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1 of the dissolution, termination, or cancellation to the entity at
 
 2 its last known mailing address.  The entity shall wind up its
 
 3 affairs in accordance with chapter 415, 415A, 415B, 425, 425D, or
 
 4 428, as applicable.
 
 5      (c)  Any person aggrieved by the director's under this
 
 6 section may obtain judicial review in accordance with chapter 91
 
 7 by filing a notice of appeal within thirty days after the
 
 8 issuance of the director's order.  The trial by the circuit court
 
 9 of any such proceeding shall be do novo.  Proceedings for review
 
10 by the supreme court may be had and taken in the same manner as
 
11 is provided for a review of a judgment of a circuit court."
 
12      SECTION 7.  New statutory material is underscored.
 
13      SECTION 8.  This Act shall take effect upon its approval.