REPORT TITLE:
Limited Liability Partnerships


DESCRIPTION:
Updates the State's partnership law to adopt the National
Conference of Commissioners on Uniform State Laws' 1997
amendments to the Uniform Partnership Act, reflect current
business practices, and remove the prohibition against the
formation of limited liability partnerships by attorneys.  Also
repeals insurance and financial responsibility requirements that
are not a part of the Uniform Partnership Act.  (HB2480 HD1)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                        2480
HOUSE OF REPRESENTATIVES                H.B. NO.           H.D. 1
TWENTIETH LEGISLATURE, 2000                                
STATE OF HAWAII                                            
                                                             
________________________________________________________________
________________________________________________________________


                   A  BILL  FOR  AN  ACT

RELATING TO LIMITED LIABILITY PARTNERSHIPS.



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

 1      SECTION 1.  Chapter 425, Hawaii Revised Statutes, is amended
 
 2 by adding a new subpart to part IV, to be appropriately
 
 3 designated and to read as follows:
 
 4                  "LIMITED LIABILITY PARTNERSHIP
 
 5      §425-A  Name.  The name of a limited liability partnership
 
 6 shall end with "Registered Limited Liability Partnership",
 
 7 "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or
 
 8 "LLP".
 
 9      §425-B  Limited liability partnerships; formation.(a)  A
 
10 partnership may become a limited liability partnership if the
 
11 partnership:
 
12      (1)  Obtains the partnership's approval of the terms and
 
13           conditions upon which the partnership shall become a
 
14           limited liability partnership;
 
15      (2)  Files a registration statement with the director
 
16           pursuant to part I, either prior to, or simultaneously
 
17           with the filing of a statement of qualification as
 
18           provided by this subpart; and
 
19      (3)  Is in good standing pursuant to part I.
 

 
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 1      (b)  The terms and conditions upon which a partnership
 
 2 becomes a limited liability partnership shall be approved by the
 
 3 vote necessary to amend the partnership agreement; provided that
 
 4 where a partnership agreement specifies the vote necessary to
 
 5 amend provisions of the partnership agreement controlling
 
 6 obligations to contribute to the partnership, approval shall be
 
 7 by the vote necessary to amend those provisions.
 
 8      (c)  The filing of a statement of qualification pursuant to
 
 9 this subpart establishes that a partnership has satisfied all
 
10 conditions precedent to qualification of the partnership as a
 
11 limited liability partnership.
 
12      §425-C  Statement of qualification.(a)  A statement of
 
13 qualification shall contain:
 
14      (1)  The name of the partnership;
 
15      (2)  The street address of the partnership's chief executive
 
16           office and, if different, the street address of an
 
17           office in this state, if any;
 
18      (3)  If the partnership does not have an office in this
 
19           state, the name and street address of the partnership's
 
20           agent for service of process; and
 
21      (4)  A statement that the partnership elects to be a limited
 
22           liability partnership.
 

 
 
 
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 1      (b)  The agent of a limited liability partnership for
 
 2 service of process shall be an individual who is a resident of
 
 3 this state or other person qualified or registered with the
 
 4 director to do business in this state.
 
 5      §425-D  Amendment of statement of qualification.(a)  If
 
 6 any statement in the statement of qualification was false when
 
 7 made, or any arrangement of other facts described have changed,
 
 8 making the statement inaccurate in any material respect, the
 
 9 limited liability partnership, within thirty days after it
 
10 becomes aware of the inaccuracy, shall file with the director a
 
11 statement certified and signed by a partner, correcting the
 
12 statement of qualification.  No person shall have any liability
 
13 resulting from a failure to file an amendment to a statement of
 
14 qualification pursuant to this subsection.
 
15      (b)  A statement of qualification may be amended at any time
 
16 for any proper purpose determined by the partners.
 
17      (c)  A statement of qualification shall be amended by
 
18 delivering a statement of amendment of limited liability
 
19 partnership to the director for filing.  The statement of
 
20 amendment shall set forth:
 
21      (1)  The name of the limited liability partnership;
 
22      (2)  The date on which the limited liability partnership's
 
23           statement of qualification was filed; and
 

 
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 1      (3)  The amendment to the statement of qualification.
 
 2      (d)  A restated statement of qualification may be executed
 
 3 and filed in the same manner as a statement of amendment.  The
 
 4 restated statement shall set forth all of the operative
 
 5 provisions of the statement as amended.
 
 6      (e)  An amendment to a statement of qualification or
 
 7 restated statement of qualification shall be effective when
 
 8 filed.
 
 9      §425-E  Status as limited liability partnership;
 
10 cancellation.(a)  The status of a partnership as a limited
 
11 liability partnership shall be effective upon the filing of the
 
12 statement of qualification.
 
13      (b)  Status as a limited liability partnership shall
 
14 continue, regardless of changes in the partnership, until
 
15 cancelled pursuant to section 425-14 or revoked pursuant to 425-
 
16 N.  Cancellation of a statement of qualification is effective
 
17 upon filing.
 
18      (c)  The status of a partnership as a limited liability
 
19 partnership and the liability of its partners shall not be
 
20 affected by errors in or amendments made to the information
 
21 required to be contained in the statement of qualification under
 
22 section 425-C.
 

 
 
 
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 1      §425-F  Foreign limited liability partnerships.(a)  Before
 
 2 transacting business in this state, a foreign limited liability
 
 3 partnership shall register pursuant to part I of this chapter and
 
 4 file a statement of foreign qualification with the director.
 
 5      (b)  A foreign limited liability partnership shall not be
 
 6 denied a statement of foreign qualification by reason of any
 
 7 difference between the law under which the partnership was formed
 
 8 and the law of this state.
 
 9      §425-G  Law governing foreign limited liability partnership.
 
10 (a)  The law under which a foreign limited liability partnership
 
11 is formed shall govern relations among the partners, between the
 
12 partners and the partnership, and the liability of partners for
 
13 obligations of the partnership.
 
14      (b)  A statement of foreign qualification shall not be
 
15 construed to authorize a foreign limited liability partnership to
 
16 engage in any business or exercise any power prohibited to a
 
17 limited liability partnership in this state.
 
18      §425-H  Statement of foreign qualification.(a)  A
 
19 statement of foreign qualification shall contain:
 
20      (1)  The name of the foreign limited liability partnership,
 
21           which name complies with:
 

 
 
 
 
 
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 1           (A)  The law of the state or other jurisdiction under
 
 2                which the foreign limited liability partnership is
 
 3                formed; and
 
 4           (B)  Section 425-C;
 
 5      (2)  The street address of the partnership's chief executive
 
 6           office and, if different, the street address of an
 
 7           office of the partnership in this state, if any;
 
 8      (3)  The name and street address of the partnership's agent
 
 9           for service of process; and
 
10      (4)  The total number of partners on the date the statement
 
11           is filed.
 
12      (b)  The agent of a foreign limited liability partnership
 
13 for service of process shall be an individual who is a resident
 
14 of this state or other person qualified or registered with the
 
15 director to do business in the state.
 
16      §425-I  Amendment of statement of foreign qualification.  If
 
17 any statement in the statement of foreign qualification was false
 
18 when made or any arrangement of other facts described have
 
19 changed making the statement inaccurate in any material respect,
 
20 the foreign limited liability partnership, within thirty days
 
21 after it becomes aware of the inaccuracy, shall file with the
 
22 director a statement, certified and signed by a partner,
 
23 correcting the statement of foreign qualification.  No person
 

 
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 1 shall have any liability resulting from a failure to file an
 
 2 amendment to a restatement of foreign qualification pursuant to
 
 3 this subsection.
 
 4      (b)  A statement of foreign qualification may be amended at
 
 5 any time for any purpose determined by the partners.
 
 6      (c)  A statement of foreign qualification shall be amended
 
 7 by delivering a statement of amendment of foreign limited
 
 8 liability partnership to the director for filing.  The statement
 
 9 shall set forth:
 
10           (1)  The name of the foreign limited liability
 
11                partnership;
 
12           (2)  The date on which the foreign limited liability
 
13                partnership and statement of foreign qualification
 
14                was filed; and
 
15           (3)  The amendment to the statement of foreign
 
16                qualification.
 
17      (d)  A restated statement of foreign qualification may be
 
18 executed and filed in the same manner as a statement of
 
19 amendment.  The restated statement shall set forth all of the
 
20 operative provisions of the statement as amended.
 
21      (e)  The amendment to a statement of foreign qualification
 
22 or restated statement of foreign qualification shall be effective
 
23 when filed.
 

 
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 1      §425-J  Status as qualified foreign limited liability
 
 2 partnership; cancellation.(a)  The status of a partnership as a
 
 3 qualified foreign limited liability partnership shall be
 
 4 effective upon the filing of the statement of foreign
 
 5 qualification.
 
 6      (b)  Status as a qualified foreign limited liability
 
 7 partnership shall continue, regardless of changes in the
 
 8 partnership, until cancelled pursuant to section 425-14 or
 
 9 revoked pursuant to section 425-N.  Cancellation of a statement
 
10 of foreign qualification is effective when it is filed.
 
11      (c)  The status of a partnership as a foreign limited
 
12 liability partnership and the liability of its partners shall not
 
13 be affected by errors in or amendments made to the information
 
14 required to be contained in the statement of foreign
 
15 qualification under section 425-A.
 
16      §425-K  Foreign limited liability partnerships; effect of
 
17 failure to qualify.(a)  A foreign limited liability partnership
 
18 engaged in the transaction of business in this state shall not
 
19 maintain an action or proceeding in this state unless it has in
 
20 effect a statement of foreign qualification.
 
21      (b)  The failure of a foreign limited liability partnership
 
22 to have in effect a statement of foreign qualification shall not
 
23 impair the validity of a contract or act of the foreign limited
 

 
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 1 liability partnership or preclude it from defending an action or
 
 2 proceeding in this State.
 
 3      (c)  A limitation on personal liability of a partner is not
 
 4 waived solely by the transaction of business in this state
 
 5 without a statement of foreign qualification.
 
 6      (d)  If a foreign limited liability partnership transacts
 
 7 business in this state without a statement of foreign
 
 8 qualification, the director shall be its agent for service of
 
 9 process with respect to a right of action arising out of a
 
10 business transaction in this state.
 
11      §425-L  Foreign limited liability partnerships; activities
 
12 not constituting the transaction of business.  (a)  Activities of
 
13 a foreign limited liability partnership that do not constitute
 
14 the transaction of business for the purpose of this subpart
 
15 include:
 
16      (1)  Maintaining, defending, or settling an action or
 
17           proceeding;
 
18      (2)  Holding meetings of its partners or carrying on any
 
19           other activity concerning its affairs;
 
20      (3)  Maintaining bank accounts;
 
21      (4)  Maintaining offices or agencies for the transfer,
 
22           exchange, and registration of the partnership's own
 

 
 
 
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 1           securities, or maintaining trustees or depositories
 
 2           with respect to those securities;
 
 3      (5)  Selling through independent contractors;
 
 4      (6)  Soliciting or obtaining orders, whether by mail or
 
 5           through employees, agents, or otherwise, if the orders
 
 6           require acceptance outside this state before they
 
 7           become contracts;
 
 8      (7)  Creating or acquiring indebtedness, with or without a
 
 9           mortgage, or other security interest in property;
 
10      (8)  Collecting debts or foreclosing mortgages or other
 
11           security interests in property securing the debts, and
 
12           holding, protecting, and maintaining property so
 
13           acquired;
 
14      (9)  Conducting an isolated transaction that is completed
 
15           within thirty days and is not one in the course of
 
16           similar transactions; and
 
17     (10)  Transacting business in interstate commerce.
 
18      (b)  For purposes of this subpart, the ownership in this
 
19 state of income-producing real property or income-producing
 
20 tangible personal property, other than property excluded under
 
21 subsection (a), constitutes the transaction of business in this
 
22 state.
 

 
 
 
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 1      (c)  This section shall not apply to a determination of
 
 2 contracts or activities that may subject a foreign limited
 
 3 liability partnership to service of process, taxation, or
 
 4 regulation under any other law of this state.
 
 5      §425-M  Annual reports.(a)  Every limited liability
 
 6 partnership and foreign limited liability partnership authorized
 
 7 to transact business in this state shall file an annual report in
 
 8 the office of the director that contains:
 
 9      (1)  The name of the limited liability partnership or
 
10           foreign limited liability partnership;
 
11      (2)  In the case of a foreign limited liability partnership,
 
12           the state or other jurisdiction under whose laws the
 
13           foreign limited liability partnership is formed;
 
14      (3)  The street address of the partnership's chief executive
 
15           office and, if different, the street address of an
 
16           office of the partnership in this state, if any; and
 
17      (4)  If the partnership does not have an office in this
 
18           state, the name and street address of the partnership's
 
19           current agent for service of process.
 
20      (b)  An annual report as of the preceding December 31 shall
 
21 be filed on or before March 31 of each year following the
 
22 calendar year in which a limited liability partnership files a
 

 
 
 
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 1 statement of qualification or a foreign limited liability
 
 2 partnership becomes authorized to transact business in this
 
 3 State.
 
 4      §425-N  Revocation of statement of qualification.  (a)  The
 
 5 director may revoke the statement of qualification of a limited
 
 6 liability partnership or statement of foreign qualification of a
 
 7 foreign limited liability partnership that fails to file an
 
 8 annual report for a period of two years or fails to pay the
 
 9 required filing fee.  The director shall provide the partnership
 
10 at least sixty days written notice of intent to revoke the
 
11 statement.  The notice shall be mailed to the partnership at its
 
12 last known address appearing in the records of the director.  The
 
13 notice shall specify the annual report that has not been filed or
 
14 the fee that has not been paid, and the effective date of the
 
15 revocation.  The revocation shall not be effective if the
 
16 specified annual report is filed and the specified fee is paid
 
17 before the effective date of the revocation.
 
18      (b)  Revocation under subsection (a) shall only affect a
 
19 partnership's status as a limited liability partnership or
 
20 foreign limited liability partnership and shall not be deemed an
 
21 event of dissolution of the partnership.
 
22      (c)  A partnership whose statement of qualification or
 
23 statement of foreign qualification has been revoked may apply to
 

 
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 1 the director for reinstatement within two years after the
 
 2 effective date of the revocation.  The application shall state:
 
 3      (1)  The name of the partnership and the effective date of
 
 4           the revocation; and
 
 5      (2)  That the ground for revocation either did not exist or
 
 6           has been corrected.
 
 7      (d)  A reinstatement under subsection (c) shall relate back
 
 8 to and take affect as of the effective date of the revocation,
 
 9 and the partnership's status as a limited liability partnership
 
10 or foreign limited liability partnership shall continue upon
 
11 reinstatement as if the revocation had never occurred.
 
12      §425-O  Execution of statements.  Each statement or document
 
13 required by this subpart to be filed with the director shall be
 
14 signed and certified by at least one partner.
 
15      §425-P  Filing requirements; filing duty of the director.
 
16 (a)  A document shall satisfy the requirements of this subpart to
 
17 be entitled to filing by the director.
 
18      (b)  A document shall contain the information required by
 
19 this subpart and may contain additional information.
 
20      (c)  If the director has prescribed a mandatory form for the
 
21 document, the document shall be in or on the prescribed form.
 

 
 
 
 
 
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 1      (d)  The director's duty to file documents under this
 
 2 subpart is ministerial.  The filing or refusal to file a document
 
 3 shall not:
 
 4      (1)  Affect the validity or invalidity of the document in
 
 5           whole or part;
 
 6      (2)  Relate to the correctness or incorrectness of
 
 7           information contained in the document; or
 
 8      (3)  Create a presumption that the documentation is valid or
 
 9           invalid, or the information contained in the document
 
10           is correct or incorrect.
 
11      §425-Q  Correction of filed documents.(a)  A limited
 
12 liability partnership or foreign limited liability partnership
 
13 may correct a document filed with the director if the document:
 
14      (1)  Contains an incorrect statement; or
 
15      (2)  Was defectively executed, attested, sealed, verified,
 
16           or acknowledged.
 
17      (b)  To correct a document, a limited liability partnership
 
18 or foreign limited liability partnership shall prepare and
 
19 deliver to the director for filing, a certificate of correction
 
20 that:
 
21      (1)  Identifies the document, including its file date, or
 
22           includes a copy of the document to be corrected,
 
23           attached to the certificate;
 

 
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 1      (2)  Identifies the incorrect statement, if any;
 
 2      (3)  Explains why the incorrect statement, if any, is
 
 3           incorrect, or describes the manner in which execution
 
 4           of the document was defective; and
 
 5      (4)  Corrects the incorrect statement or defective
 
 6           execution.
 
 7      (c)  A certificate of correction is effective retroactive to
 
 8 the effective date of the document corrected except as to persons
 
 9 relying on the uncorrected document and adversely affected by the
 
10 correction, as to which persons, a certificate of correction is
 
11 effective from the time of filing.
 
12      §425-R  Fee for recording.(a)  The director shall collect
 
13 the following fees for documents filed under this subpart:
 
14      (1)  For each annual report filed, a fee of $50;
 
15      (2)  For each statement of qualification of limited
 
16           liability partnership, a fee of $100 for each partner,
 
17           subject to a maximum fee of $10,000;
 
18      (3)  For each statement of foreign qualification of limited
 
19           liability partnership, a fee of $1,000 if the
 
20           partnership has fewer than ten partners; $5,000 if the
 
21           partnership has ten or more but fewer than fifty
 
22           partners; and $10,000 if the partnership has fifty or
 
23           more partners;
 

 
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 1      (4)  For each certificate of correction or statement of
 
 2           amendment, a fee of $100;
 
 3      (5)  For each certificate of good standing, a fee of $100;
 
 4      (6)  For review of articles of conversion, a fee of $200;
 
 5      (7)  For any other certificate, statement, or document, a
 
 6           fee of $100; and
 
 7      (8)  For each certification of domestic or foreign
 
 8           partnership, a fee of $100.
 
 9      (b)  The following special handling fees shall be assessed
 
10 by the director for expeditious handling and review of the
 
11 following documents:
 
12      (1)  For limited liability partnerships:
 
13           (A)  Statement of qualification of limited liability
 
14                partnership, $100;
 
15           (B)  Certificate of correction, $100;
 
16           (C)  Statement of amendment of limited liability
 
17                partnership, $100;
 
18           (D)  Annual report, $100;
 
19           (E)  Certification of limited liability partnership, $1
 
20                a page;
 
21           (F)  Certificate of good standing, $100; and
 
22           (G)  Articles of conversion, $150;
 

 
 
 
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 1      (2)  For foreign limited liability partnerships:
 
 2           (A)  Statement of foreign qualification of limited
 
 3                liability partnership, $100;
 
 4           (B)  Certificate of correction, $100;
 
 5           (C)  Statement of amendment of foreign limited
 
 6                liability partnership, $100;
 
 7           (D)  Annual report, $100;
 
 8           (E)  Certification of foreign partnership, $1 a page;
 
 9           (F)  Certificate of good standing, $100;
 
10           (G)  Articles of conversion, $150;
 
11           and
 
12      (3)  For any other certificate or document authorized by
 
13           this subpart, $100.
 
14      (c)  All fees collected under this section shall be managed
 
15 in accordance with section 26-9(l).
 
16      §425-S  Revocation if instrument dishonored.  The director
 
17 may revoke the filing of a document filed under this subpart if
 
18 the director determines that the filing fee for the document was
 
19 paid by an instrument that was dishonored when presented by the
 
20 State for payment.  Documents revoked under this section shall be
 
21 returned and notice of revocation shall be given to the filing
 
22 party by regular mail.  Failure to give or receive such notice
 

 
 
 
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 1 shall not invalidate revocation under this section.  Revocation
 
 2 of a filing under this section shall not affect an earlier
 
 3 filing.
 
 4      §425-T  Record of statements.  The director shall keep books
 
 5 or files in which shall be recorded the information required by
 
 6 this subpart to be filed with the director.  The books or files
 
 7 shall be open to public inspection.
 
 8      §425-U  Action by director.  The director may maintain an
 
 9 action to restrain a foreign limited liability partnership from
 
10 transacting business in this state in violation of this subpart.
 
11      §425-V  Personal liability and penalty.(a)  Each partner
 
12 of a partnership that neglects or fails to substantially comply
 
13 with any provision of this subpart shall severally forfeit to the
 
14 State $25 for each and every month while the default continues,
 
15 to be recovered by action brought in the name of the State by the
 
16 director; provided that the director, for good cause shown, may
 
17 reduce or waive the same.
 
18      (b)  Any person who signs or certifies as correct any
 
19 statement or certificate filed pursuant to this subpart, or who
 
20 presents any statement or certificate for filing, knowing that
 
21 the statement or certificate is false in any material respect and
 
22 with the intent to deceive or defraud, shall be guilty of a class
 
23 C felony.
 

 
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 1      (c)  Any person who negligently, but without intent to
 
 2 deceive or defraud, signs or certifies as correct any statement
 
 3 or certificate filed pursuant to this subpart, that is in fact
 
 4 false, shall be subject to a civil fine not to exceed $500.
 
 5      §425-W  Transition rules for limited liability partnerships
 
 6 and foreign limited liability partnerships under prior law.(a)
 
 7 All entities that were limited liability partnerships registered
 
 8 under the law in effect on the date preceding the effective date
 
 9 of section 425-B, shall be converted into and be deemed
 
10 partnerships that have registered under part I and filed a
 
11 statement of qualification of limited liability partnership
 
12 pursuant to this subpart.
 
13      (b)  All entities that were foreign limited liability
 
14 partnerships registered under the law in effect on the date
 
15 preceding the effective date of section 425-F, shall be converted
 
16 into and be deemed foreign limited liability partnerships that
 
17 have registered under part I and filed a statement of foreign
 
18 qualification pursuant to this subpart."
 
19      SECTION 2.  Chapter 425, Hawaii Revised Statutes, is amended
 
20 by adding a new part to be appropriately designated and to read
 
21 as follows:
 
22                              "PART
 
23                     MISCELLANEOUS PROVISIONS
 

 
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 1      §425-AA  Uniformity of application and construction.  This
 
 2 chapter shall be applied and construed to effectuate its general
 
 3 purpose to make uniform the law with respect to the subject of
 
 4 this chapter among states enacting it.
 
 5      §425-BB  Short title.  This chapter may be cited as the
 
 6 Uniform Partnership Act (1977)."
 
 7      SECTION 3.  Section 425-101, Hawaii Revised Statutes, is
 
 8 amended as follows:
 
 9      1.  By amending the definition of "limited liability
 
10 partnership" to read:
 
11      ""Limited liability partnership" means a partnership that
 
12 has filed a [certificate of limited liability partnership under
 
13 section 425-153] statement of qualification under section 425-B
 
14 and does not have a similar statement in effect in any other
 
15 jurisdiction."
 
16      2.  By amending the definition of "statement" to read:
 
17      ""Statement" means a registration or annual statement filed
 
18 under section 425-1, a statement of correction filed under
 
19 section 425-1.7, a statement of change filed under section 425-7,
 
20 a statement of dissolution filed under section 425-9, a statement
 
21 of denial filed under section 425-115, a statement of
 
22 dissociation filed under section 425-136, a statement of
 

 
 
 
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 1 qualification under section 425-C, a statement of foreign
 
 2 qualification under section 425-H, an amendment, or any other
 
 3 document filed under this chapter."
 
 4      SECTION 4.  Section 425-103, Hawaii Revised Statutes, is
 
 5 amended by amending subsection (b) to read as follows:
 
 6      "(b)  The partnership agreement shall not:
 
 7      (1)  Vary the rights and duties under section 425-105 except
 
 8           to eliminate the duty to provide copies of statements
 
 9           to all of the partners;
 
10      (2)  Unreasonably restrict the right of access to books and
 
11           records under section 425-122(b);
 
12      (3)  Eliminate the duty of loyalty under section 425-123(b)
 
13           or 425-132(b)(3), but:
 
14           (A)  The partnership agreement may identify specific
 
15                types or categories of activities that do not
 
16                violate the duty of loyalty, if not manifestly
 
17                unreasonable; or
 
18           (B)  All of the partners or a number or percentage
 
19                specified in the partnership agreement may
 
20                authorize or ratify, after full disclosure of all
 
21                material facts, a specific act or transaction that
 
22                otherwise would violate the duty of loyalty;
 

 
 
 
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 1      (4)  Unreasonably reduce the duty of care under section
 
 2           425-123(c) or 425-132(b)(3);
 
 3      (5)  Eliminate the obligation of good faith and fair dealing
 
 4           under section 425-123(d), but the partnership agreement
 
 5           may prescribe the standards by which the performance of
 
 6           the obligation is to be measured, if the standards are
 
 7           not manifestly unreasonable;
 
 8      (6)  Vary the power to dissociate as a partner under section
 
 9           425-131(a), except to require the notice under section
 
10           425-130(1) to be in writing;
 
11      (7)  Vary the right of a court to expel a partner in the
 
12           events specified in section 425-130(5);
 
13      (8)  Vary the requirement to wind up the partnership
 
14           business in cases specified in section 425-138(4), (5),
 
15           or (6); or
 
16      (9)  [Vary the law applicable to a limited liability
 
17           partnership under section 425-161; or
 
18     (10)] Restrict rights of third parties under this part."
 
19      SECTION 5.  Section 425-106, Hawaii Revised Statutes, is
 
20 amended to read as follows:
 
21      "§425-106  Governing law.  [Except as otherwise provided in
 
22 section 425-161, the] The law of the jurisdiction in which a
 

 
 
 
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 1 partnership has its chief executive office governs relations
 
 2 among the partners and between the partners and the partnership."
 
 3      SECTION 6.  Section 425-108, Hawaii Revised Statutes, is
 
 4 amended by amending subsection (b) to read as follows:
 
 5      "(b)  A limited liability partnership continues to be the
 
 6 same entity that existed before the filing of a [certificate of
 
 7 limited liability partnership] statement of qualification under
 
 8 section [425-153] 425-C."
 
 9      SECTION 7.  Section 425-145, Hawaii Revised Statutes, is
 
10 repealed.
 
11                    ["MISCELLANEOUS PROVISIONS
 
12      "§425-145  Short title.  This part may be cited as the
 
13 Uniform Partnership Act."]
 
14      SECTION 8.  Chapter 425, part V, Hawaii Revised Statutes, is
 
15 repealed.
 
16      SECTION 9.  If any provision of this chapter or its
 
17 application to any person or circumstance is held invalid, the
 
18 invalidity does not affect other provisions or applications of
 
19 this chapter which can be given effect without the invalid
 
20 provision or application, and to this end the provisions of this
 
21 chapter are severable.
 

 
 
 
 
 
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 1      SECTION 10.  This Act does not affect rights and duties that
 
 2 matured, penalties that were incurred, and proceedings that were
 
 3 begun, before its effective date.
 
 4      SECTION 11.  Statutory material to be repealed is bracketed.
 
 5 New statutory material is underscored.
 
 6      SECTION 12.  In codifying the new subpart and part added to
 
 7 chapter 425, Hawaii Revised Statutes, by sections 1 and 2 of this
 
 8 Act, and references to new sections in sections 3 and 6 of this
 
 9 Act, the revisor of statutes shall substitute appropriate section
 
10 numbers for the letters used in the designation of new sections.
 
11      SECTION 13.  This Act shall take effect on July 1, 2000.