REPORT TITLE:
Business Registration


DESCRIPTION:
Provides a one-step amendment of articles of organization for
limited liability companies and makes housekeeping
clarifications. (HB2483 HD1)


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                        2483
HOUSE OF REPRESENTATIVES                H.B. NO.           H.D.1
TWENTIETH LEGISLATURE, 2000                                
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 428, Hawaii Revised Statutes, is amended
 
 2 by adding a new section to be appropriately designated and to
 
 3 read as follows:
 
 4      "§428-    Restated articles of organization.  (a)  A limited
 
 5 liability company may at any time restate its articles of
 
 6 organization as amended.
 
 7      (b)  The restated articles of organization shall set forth
 
 8 all of the operative provisions of the articles of organization
 
 9 as amended, together with a statement that the restated articles
 
10 of organization correctly set forth without change the
 
11 corresponding provisions of the articles of organization as
 
12 amended, and that the restated articles of organization supersede
 
13 the original articles of organization and all amendments thereto.
 
14      (c)  The restated articles of organization shall be
 
15 delivered to the director for filing.  The director may certify
 
16 the restated articles of organization currently in effect,
 
17 without including the information required to be filed by
 
18 subsection (b)."
 

 
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 1      SECTION 2.  Section 415-8, Hawaii Revised Statutes, is
 
 2 amended to read as follows:
 
 3      "§415-8  Corporate name.  The corporate name:
 
 4      (1)  Shall contain the word "corporation", "incorporated",
 
 5           or "limited", or shall contain an abbreviation of one
 
 6           of the words; and
 
 7      (2)  Shall not be the same as, or substantially identical
 
 8           to, the name of any domestic corporation, [domestic]
 
 9           partnership, [domestic] limited liability company, or
 
10           [domestic] limited liability partnership existing or
 
11           registered under the laws of this State, or any foreign
 
12           corporation, [foreign] partnership, [foreign] limited
 
13           liability company, or [foreign] limited liability
 
14           partnership authorized to transact business in this
 
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 this chapter, or the name of a corporation
 
19           which has in effect a registration of its corporate
 
20           name as provided in this chapter,] this State, except
 
21           that this provision shall not apply if the applicant
 
22           files with the director either of the following:
 

 
 
 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           (A)  The written consent [of] from the [other
 
 2                corporation] entity or holder of a reserved or
 
 3                registered name to use the same or substantially
 
 4                identical name, and one or more words are added to
 
 5                make the name distinguishable from the other name;
 
 6                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 the use of the name in
 
10                this State."
 
11      SECTION 3.  Section 415-10, Hawaii Revised Statutes, is
 
12 amended by amending subsection (a) to read as follows:
 
13      "(a)  Except as provided in this section, each corporation
 
14 shall continuously maintain in [the] this State:
 
15      (1)  A registered office that may be the same as any of its
 
16           places of business; and
 
17      (2)  A registered agent who shall be:
 
18           (A)  An individual who resides in [the] this State and
 
19                whose business office is identical to the
 
20                registered office;
 
21           (B)  A domestic corporation or not-for-profit domestic
 
22                corporation whose business office is identical to
 
23                the registered office; or
 

 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           (C)  A foreign corporation or not-for-profit foreign
 
 2                corporation authorized to transact business in
 
 3                [the] this State whose business office is
 
 4                identical to the registered office."
 
 5      SECTION 4.  Section 415-11, Hawaii Revised Statutes, is
 
 6 amended by amending subsection (a) to read as follows:
 
 7      "(a)  A corporation may change its registered office or
 
 8 registered agent by delivering to the director for filing a
 
 9 statement of change that sets forth:
 
10      (1)  The name of the corporation;
 
11      (2)  The street address of its current registered office;
 
12      (3)  If the current registered office is to be changed, the
 
13           street address of the new registered office;
 
14      (4)  The name of its current registered agent;
 
15      (5)  If the current registered agent is to be changed, the
 
16           name of the new registered agent [and the new agent's
 
17           written consent to the appointment.  This consent may
 
18           be indicated on or attached to the statement of
 
19           change]; and
 
20      (6)  That after the change or changes are made, the street
 
21           addresses of its registered office and the business
 
22           office of its registered agent shall be identical."
 

 
 
 
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 1      SECTION 5.  Section 415-12, Hawaii Revised Statutes, is
 
 2 amended by amending subsection (c) to read as follows:
 
 3      "(c)  The [agency] appointment of the agent shall be
 
 4 terminated, and the registered office discontinued if so
 
 5 provided, thirty-one days after the date on which the statement
 
 6 was filed."
 
 7      SECTION 6.  Section 415-14, Hawaii Revised Statutes, is
 
 8 amended to read as follows:
 
 9      "§415-14  Service of process on corporation.  (a)  Service
 
10 of any notice or process authorized by law issued against any
 
11 corporation, whether domestic or foreign, by any court, judicial
 
12 or administrative officer, or board, may be made in the manner
 
13 provided by law upon any registered agent, officer, or director
 
14 of the corporation who is found within the jurisdiction of the
 
15 court, officer, or board; or if any registered agent, officer, or
 
16 director cannot be found, upon the manager or superintendent of
 
17 the corporation or any person who is found in charge of the
 
18 property, business, or office of the corporation within the
 
19 jurisdiction.
 
20      (b)  If no officer, director, manager, superintendent, or
 
21 other person in charge of the property, business, or office of
 
22 the corporation can be found within the State, and in case the
 
23 corporation[, if a foreign corporation,] has not filed with the
 

 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 director pursuant to sections 415-10, 415-11, 415-113, and 415-
 
 2 114, the name of a person upon whom legal notice and process from
 
 3 the courts of the State may be served, and likewise if the person
 
 4 so named is not found within the State, service may be made upon
 
 5 the corporation by registered or certified mail, return receipt
 
 6 requested, addressed to the secretary of the corporation at its
 
 7 principal office.  Service using registered or certified mail is
 
 8 perfected at the earliest of:
 
 9      (1)  The date the corporation receives the mail;
 
10      (2)  The date shown on the return receipt, if signed on
 
11           behalf of the corporation; or
 
12      (3)  Five days after its deposit in the United States mail,
 
13           as evidenced by the postmark, if mailed postpaid and
 
14           correctly addressed.
 
15      (c)  Nothing contained herein shall limit or affect the
 
16 right to serve any process, notice, or demand required or
 
17 permitted by law to be served upon a corporation in any other
 
18 manner permitted by law."
 
19      SECTION 7.  Section 415-54, Hawaii Revised Statutes, is
 
20 amended by amending subsection (a) to read as follows:
 
21      "(a)  The articles of incorporation shall be delivered to
 
22 and filed by the director and shall set forth:
 
23      (1)  The name of the corporation;
 

 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


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

 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           designated or made available by the United States
 
 2           Postal Service;] and
 
 3      (5)  The name, title, and [residence] address of each
 
 4           officer[; provided that where no specific street
 
 5           address is available, the rural route post office
 
 6           number or post office box designated or made available
 
 7           by the United States Postal Service]."
 
 8      SECTION 8.  Section 415-74, Hawaii Revised Statutes, is
 
 9 amended by amending subsection (a) to read as follows:
 
10      "(a)  Upon receiving the approvals required by sections 415-
 
11 71, 415-72, 415-72A, and 415-73, articles of merger or articles
 
12 of consolidation shall be delivered to the director for filing
 
13 and shall set forth:
 
14      (1)  Either:
 
15           (A)  The names and jurisdictions of incorporation of
 
16                the corporations proposing to merge, and the name
 
17                and jurisdiction of incorporation of the
 
18                corporation into which they propose to merge which
 
19                is hereinafter designated as the surviving
 
20                corporation; or
 
21           (B)  The names and jurisdictions of incorporation of
 
22                the corporations proposing to consolidate, and the
 
23                name and jurisdiction of incorporation of the new
 

 
Page 9                                                     2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1                corporation into which they propose to consolidate
 
 2                which is hereinafter designated as the new
 
 3                corporation;
 
 4     [(1)] (2)  A statement that the plan of merger, or the plan
 
 5           of consolidation has been approved by the board of
 
 6           directors of each corporation involved in the merger or
 
 7           consolidation;
 
 8     [(2)] (3)  Either:
 
 9           (A)  A statement that the vote of shareholders is not
 
10                required by virtue of section 415-73(e); or
 
11           (B)  As to each corporation, the approval of whose
 
12                shareholders is required, the number of shares
 
13                outstanding and, if the shares of any class were
 
14                entitled to vote as a class, the designation and
 
15                number of outstanding shares of each class;
 
16     [(3)] (4)  As to each corporation the approval of whose
 
17           shareholders is required, the number of shares voted
 
18           for and against the plan, respectively, and, if the
 
19           shares of any class are entitled to vote as a class,
 
20           the number of shares of each class voted for and
 
21           against the plan, respectively; and
 

 
 
 
 
 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


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

 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      "(c) Articles of merger shall be delivered to the director
 
 2 for filing and shall set forth:
 
 3      (1)  The name and jurisdiction of incorporation of the
 
 4           parent corporation owning at least ninety per cent of
 
 5           the shares of the subsidiary corporation, the name and
 
 6           jurisdiction of incorporation of any nonsurviving
 
 7           subsidiary corporation, and the name and jurisdiction
 
 8           of the surviving subsidiary corporation;
 
 9     [(1)] (2)  A statement that the plan of merger has been
 
10           approved by the board of directors of the parent
 
11           corporation;
 
12     [(2)] (3)  The number of outstanding shares of each class of
 
13           any nonsurviving subsidiary corporation and the number
 
14           of such shares of each class owned by the parent
 
15           corporation; and
 
16     [(3)] (4)  The date a copy of the plan of merger is mailed to
 
17           shareholders of any nonsurviving subsidiary corporation
 
18           entitled to receive the plan."
 
19      SECTION 11.  Section 415-75.6, Hawaii Revised Statutes, is
 
20 amended to read as follows:
 
21      "[[]§415-75.6[]] Merger with or into domestic or foreign
 
22 limited liability company.(a)  As used in this section, the
 

 
 
 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 terms "limited liability company" and "foreign limited liability
 
 2 company" shall have the meanings defined in section 428-101.
 
 3      (b)  One or more corporations or foreign corporations may
 
 4 merge with or into one or more limited liability companies or
 
 5 foreign limited liability companies if in the case of a domestic
 
 6 corporation the board of directors and the shareholders approve a
 
 7 plan of merger as provided in sections 415-71 and 415-73, and in
 
 8 the case of a foreign corporation it complies with section
 
 9 415-77.
 
10      (c)  In addition to the requirements of section 415-74, the
 
11 plan of merger shall also set forth:
 
12      (1)  The name of each limited liability company and foreign
 
13           limited liability company proposing to merge; and
 
14      (2)  If the surviving entity is a limited liability company
 
15           or a foreign limited liability company:
 
16           (A)  The manner and basis of converting the shares of
 
17                each corporation or foreign corporation and the
 
18                interests as members of each limited liability
 
19                company or foreign limited liability company into
 
20                interests as members of the surviving domestic
 
21                limited liability company or foreign limited
 
22                liability company pursuant to such merger, or a
 
23                statement that such information is contained in
 

 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


 1                the operating agreement proposed for such
 
 2                surviving entity;
 
 3           (B)  The contents of the articles of organization of
 
 4                the surviving entity pursuant to such merger in
 
 5                accordance with section 428-203 if a domestic
 
 6                limited liability company is the surviving entity,
 
 7                or in accordance with comparable provisions of
 
 8                applicable law if a foreign limited liability
 
 9                company is the surviving entity; and
 
10           (C)  The contents of the operating agreement to be
 
11                entered into among the persons who will be the
 
12                members of the surviving entity pursuant to the
 
13                merger, which shall, if not separately provided in
 
14                the plan of merger, state the manner and basis for
 
15                the conversion of the shares of each merging
 
16                corporation or foreign corporation and the
 
17                interests as members of each merging limited
 
18                liability company or foreign limited liability
 
19                company into interests as members of the surviving
 
20                entity and that notice of the approval of the
 
21                merger will be deemed to be execution of the
 
22                operating agreement by such persons.
 

 
 
 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (d)  After a plan of merger is approved by the shareholders
 
 2 of each corporation and foreign corporation as provided in
 
 3 subsection (b), and by the members of each domestic limited
 
 4 liability company as provided in section 428-904, or as provided
 
 5 in comparable provisions of applicable law for each foreign
 
 6 limited liability company, the surviving entity shall deliver to
 
 7 the office of the director for filing articles of merger
 
 8 [complying with section 415-74,] executed on behalf of each party
 
 9 to the merger.  The articles of merger shall:
 
10      (1)  Comply with section 415-74 if the surviving entity is a
 
11           domestic or foreign corporation; or
 
12      (2)  Comply with section 428-905 if the surviving entity is
 
13           a domestic or foreign limited liability company.
 
14      (e)  Section 415-76 shall be applicable to each corporation
 
15 that is a party to the plan of merger.
 
16      (f)  If a foreign corporation is a party to the merger,
 
17 section 415-77 shall apply to such foreign corporation.
 
18      (g)  Section 428-906 shall apply to each domestic and
 
19 foreign limited liability company that is a party to the plan of
 
20 merger."
 
21      SECTION 12.  Section 415-77, Hawaii Revised Statutes, is
 
22 amended to read as follows:
 

 
 
 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      "§415-77  Merger, consolidation, or share exchange between
 
 2 domestic and foreign corporations.  One or more foreign
 
 3 corporations and one or more domestic corporations may be merged
 
 4 or consolidated, or participate in a share exchange, in the
 
 5 following manner, if the merger, consolidation, or share exchange
 
 6 is permitted by the laws of the state under which each foreign
 
 7 corporation is organized:
 
 8      (1)  Each domestic corporation shall comply with [the
 
 9           provisions of] this chapter with respect to the merger,
 
10           consolidation, or share exchange, as the case may be,
 
11           of domestic corporations and each foreign corporation
 
12           shall comply with the applicable provisions of the laws
 
13           of the state under which it is organized; and
 
14      (2)  If the surviving or new corporation in a merger or
 
15           consolidation is to be governed by the laws of any
 
16           state other than this State, it shall comply with [the
 
17           provisions of] this chapter with respect to foreign
 
18           corporations if it is to transact business in this
 
19           State, and in every case it shall file with the
 
20           director of this State:
 
21           (A)  An agreement that it may be served with process in
 
22                this State in any proceeding for the enforcement
 
23                of any obligation of any domestic corporation
 

 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


 1                which is a party to the merger or consolidation
 
 2                and in any proceeding for the enforcement of the
 
 3                rights of a dissenting shareholder of the domestic
 
 4                corporation against the surviving or new
 
 5                corporation;
 
 6           (B)  An irrevocable appointment of a resident of this
 
 7                State as its agent to accept service of process in
 
 8                any such proceeding[;], and include the resident's
 
 9                street address in this State; and
 
10           (C)  An agreement that it will promptly pay to the
 
11                dissenting shareholders of the domestic
 
12                corporation the amount, if any, to which they
 
13                shall be entitled under provisions of this chapter
 
14                with respect to the rights of dissenting
 
15                shareholders."
 
16      SECTION 13.  Section 415-83, Hawaii Revised Statutes, is
 
17 amended to read as follows:
 
18      "§415-83 Voluntary dissolution by consent of shareholders.
 
19 (a)  A corporation may be voluntarily dissolved by the written
 
20 consent of all of its shareholders.
 
21      (b)  Upon the execution of the written consent, a statement
 
22 of intent to dissolve shall set forth:
 
23      (1)  The name of the corporation;
 

 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (2)  The names and [respective residence] addresses of its
 
 2           officers;
 
 3      (3)  The names and [respective residence] addresses of its
 
 4           directors; and
 
 5      (4)  A statement that the written consent has been signed by
 
 6           all shareholders of the corporation, or signed in their
 
 7           names by their attorneys thereunto duly authorized."
 
 8      SECTION 14.  Section 415-84, Hawaii Revised Statutes, is
 
 9 amended to read as follows:
 
10      "§415-84  Voluntary dissolution by act of corporation.  A
 
11 corporation may be dissolved by the act of the corporation, when
 
12 authorized, in the following manner:
 
13      (1)  The board of directors shall adopt a resolution
 
14           recommending that the corporation be dissolved, and
 
15           directing that the question of the dissolution be
 
16           submitted to a vote at a meeting of shareholders, which
 
17           may be either an annual or a special meeting;
 
18      (2)  Written notice shall be given to each shareholder
 
19           [[]of[]] record entitled to vote at such meeting within
 
20           the time and in the manner provided in this chapter for
 
21           the giving of notice of meetings of shareholders, and,
 
22           that one of the purposes of the meeting is to consider
 
23           the advisability of dissolving the corporation;
 

 
Page 18                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (3)  With respect to corporations incorporated on or after
 
 2           July 1, 1987, at such meeting a vote of shareholders
 
 3           entitled to vote thereat shall be taken on a resolution
 
 4           to dissolve the corporation.  The resolution shall be
 
 5           adopted upon receiving the affirmative vote of the
 
 6           holders of a majority of the shares of the corporation
 
 7           entitled to vote thereon, unless any class of shares is
 
 8           entitled to vote thereon as a class, in which event the
 
 9           resolution shall be adopted upon receiving the
 
10           affirmative vote of the holders of a majority of the
 
11           shares of each class of shares entitled to vote thereon
 
12           as a class and of the total shares entitled to vote
 
13           thereon;
 
14      (4)  With respect to corporations incorporated before
 
15           July 1, 1987, at such meeting a vote of shareholders
 
16           entitled to vote thereat shall be taken on a resolution
 
17           to dissolve the corporation.  The resolution shall be
 
18           adopted upon receiving the affirmative vote of the
 
19           holders of three-fourths of the shares of the
 
20           corporation entitled to vote thereon, unless any class
 
21           of shares is entitled to vote thereon as a class, in
 
22           which event the resolution shall be adopted upon
 
23           receiving the affirmative vote of the holders of three-
 

 
Page 19                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           fourths of the shares of each class of shares entitled
 
 2           to vote thereon as a class and of the total shares
 
 3           entitled to vote thereon.  The articles of
 
 4           incorporation may be amended by the vote set forth in
 
 5           the preceding sentence to provide for a lesser
 
 6           proportion of shares, or of any class or series
 
 7           thereof, than is provided in the preceding sentence, in
 
 8           which case the articles of incorporation shall control,
 
 9           provided that said lesser proportion shall not be less
 
10           than the proportion set forth in paragraph (3) of this
 
11           section; and
 
12      (5)  Upon the adoption of the resolution, a statement of
 
13           intent to dissolve shall set forth:
 
14           (A)  The name of the corporation;
 
15           (B)  The names and [respective residence] addresses of
 
16                its officers;
 
17           (C)  The names and [respective residence] addresses of
 
18                its directors;
 
19           (D)  The date[, time, and location] of the shareholders
 
20                meeting;
 
21           (E)  The number of shares outstanding, and, if the
 
22                shares of any class are entitled to vote as a
 

 
 
 
Page 20                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1                class, the designation and number of outstanding
 
 2                shares of each class; and
 
 3           (F)  The number of shares voted for and against the
 
 4                resolution, respectively, and, if the shares of
 
 5                any class are entitled to vote as a class, the
 
 6                number of shares of each such class voted for and
 
 7                against the resolution, respectively."
 
 8      SECTION 15.  Section 415-87, Hawaii Revised Statutes, is
 
 9 amended to read as follows:
 
10      "§415-87  Procedure after filing of statement of intent to
 
11 dissolve.  After the filing by the director of a statement of
 
12 intent to dissolve:
 
13      (1)  The corporation shall immediately cause notice thereof
 
14           to be mailed to each known creditor of the corporation;
 
15      (2)  The corporation [shall forthwith] may publish, once in
 
16           each of four successive weeks (four publications) in a
 
17           newspaper of general circulation published in the
 
18           State, notice thereof to all creditors of the
 
19           corporation[.  The corporation, with the approval of
 
20           the director, may omit the publication of the notice if
 
21           the corporation has insufficient assets to pay for the
 
22           publication];
 

 
 
 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (3)  The corporation shall proceed to collect its assets,
 
 2           convey, and dispose of such of its properties as are
 
 3           not to be distributed in kind to its shareholders, pay,
 
 4           satisfy, and discharge its liabilities and obligations
 
 5           and do all other acts required to liquidate its
 
 6           business and affairs, and, after paying or adequately
 
 7           providing for the payment of all of its obligations,
 
 8           distribute the remainder of its assets, either in cash
 
 9           or in kind, among its shareholders according to their
 
10           respective rights and interests; and
 
11      (4)  The corporation, at any time during the liquidation of
 
12           its business and affairs, may make application to a
 
13           court of competent jurisdiction within the State and
 
14           judicial subdivision in which the principal office or
 
15           principal place of business of the corporation is
 
16           situated, to have the liquidation continued under the
 
17           supervision of the court as provided in this chapter."
 
18      SECTION 16.  Section 415-88, Hawaii Revised Statutes, is
 
19 amended to read as follows:
 
20      "§415-88  Revocation of voluntary dissolution proceedings by
 
21 consent of shareholders.  By the written consent of all of its
 
22 shareholders, a corporation may, at any time prior to the filing
 
23 of the articles of dissolution by the director, revoke voluntary
 

 
Page 22                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 dissolution proceedings theretofore taken, in the following
 
 2 manner:
 
 3      Upon the execution of such written consent, a statement of
 
 4 revocation of voluntary dissolution proceedings shall set forth:
 
 5      (1)  The name of the corporation;
 
 6      (2)  The names and [residence] addresses of its officers;
 
 7      (3)  The names and [residence] addresses of its directors;
 
 8     [(4)  A copy of the written consent signed by all
 
 9           shareholders of the corporation revoking the voluntary
 
10           dissolution proceedings;] and
 
11     [(5)] (4)  That the written consent revoking the voluntary
 
12           dissolution proceedings has been signed by all
 
13           shareholders of the corporation or signed in their
 
14           names by their attorneys thereunto duly authorized."
 
15      SECTION 17.  Section 415-89, Hawaii Revised Statutes, is
 
16 amended to read as follows:
 
17      "§415-89  Revocation of voluntary dissolution proceedings by
 
18 act of corporation.  By the act of the corporation, a corporation
 
19 may, at any time prior to the filing of the articles of
 
20 dissolution by the director, revoke voluntary dissolution
 
21 proceedings theretofore taken, in the following manner:
 
22      (1)  The board of directors shall adopt a resolution
 
23           recommending that the voluntary dissolution proceedings
 

 
Page 23                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           be revoked, and directing that the question of the
 
 2           revocation be submitted to a vote at a special meeting
 
 3           of shareholders;
 
 4      (2)  Written notice, stating that the purpose or one of the
 
 5           purposes of the meeting is to consider the advisability
 
 6           of revoking the voluntary dissolution proceedings,
 
 7           shall be given to each shareholder of record entitled
 
 8           to vote at the meeting within the time and in the
 
 9           manner provided in this chapter for the giving of
 
10           notice of special meetings of shareholders;
 
11      (3)  At the meeting, a vote of the shareholders entitled to
 
12           vote thereat shall be taken on a resolution to revoke
 
13           the voluntary dissolution proceedings, which shall
 
14           require for its adoption the affirmative vote of the
 
15           holders of a majority of the shares entitled to vote
 
16           thereon and shall be adopted in the same manner as the
 
17           dissolution was authorized in section 415-84; and
 
18      (4)  Upon the adoption of the resolution, a statement of
 
19           revocation of voluntary dissolution proceedings shall
 
20           set forth:
 
21           (A)  The name of the corporation;
 
22           (B)  The names and [residence] addresses of its
 
23                officers;
 

 
Page 24                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           (C)  The names and [residence] addresses of its
 
 2                directors;
 
 3           (D)  [A copy of] That the resolution revoking the
 
 4                voluntary dissolution proceedings was adopted by
 
 5                the shareholders [revoking the voluntary
 
 6                dissolution proceedings];
 
 7           (E)  The number of shares outstanding and, if the
 
 8                shares of any class are entitled to vote as a
 
 9                class, the designation and number of the
 
10                outstanding shares of each class; and
 
11           (F)  The number of shares voted for and against the
 
12                resolution, respectively, and, if the shares of
 
13                any class are entitled to vote as a class, the
 
14                number of shares of each class voted for and
 
15                against the resolution, respectively."
 
16      SECTION 18.  Section 415-92, Hawaii Revised Statutes, is
 
17 amended to read as follows:
 
18      "§415-92  Articles of dissolution.  If voluntary dissolution
 
19 proceedings have not been revoked, then when all debts,
 
20 liabilities, and obligations of the corporation have been paid
 
21 and discharged, or adequate provision has been made therefor, and
 
22 all of the remaining property and assets of the corporation have
 

 
 
 
Page 25                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 been distributed to its shareholders, articles of dissolution
 
 2 verified on oath by two officers shall set forth:
 
 3      (1)  The name of the corporation;
 
 4      (2)  That the director has theretofore filed a statement of
 
 5           intent to dissolve the corporation and the date on
 
 6           which the statement was filed;
 
 7      (3)  The dates that notice of the filing of the statement of
 
 8           intent to dissolve the corporation was published, once
 
 9           in each of four successive weeks (four publications) in
 
10           a newspaper of general circulation published in the
 
11           State, or a statement that publication [of notice had
 
12           been waived by the director;] was not made;
 
13      (4)  That all debts, obligations, and liabilities of the
 
14           corporation have been paid and discharged or that
 
15           adequate provision has been made therefor;
 
16      (5)  That all of the remaining property and assets of the
 
17           corporation have been distributed among its
 
18           shareholders in accordance with their respective rights
 
19           and interests; and
 
20      (6)  That there are no suits pending against the corporation
 
21           in any court, or that adequate provision has been made
 
22           for the satisfaction of any judgment, order, or decree
 
23           which may be entered against it in any pending suit."
 

 
Page 26                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      SECTION 19.  Section 415-95, Hawaii Revised Statutes, is
 
 2 amended by amending subsection (a) to read as follows:
 
 3      "(a)  Whenever the director certifies the name of a
 
 4 corporation as having given any cause for dissolution pursuant to
 
 5 section 415-94, the director may declare the corporation
 
 6 dissolved.  Before the director may declare a corporation
 
 7 dissolved, the director shall[:
 
 8      (1)  Give] give notice of the ground or grounds for
 
 9           dissolution as provided in section 415-94, by mailing
 
10           the notice to the corporation at its last known address
 
11           appearing in the records of the director[;] and
 
12     [(2)  Give] may give [statewide] public notice of the
 
13           intention to dissolve the corporation [once in each of
 
14           three successive weeks]."
 
15      SECTION 20.  Section 415-108, Hawaii Revised Statutes, is
 
16 amended to read as follows:
 
17      "§415-108  Corporate name of foreign corporation.  No
 
18 certificate of authority shall be issued to a foreign corporation
 
19 unless its corporate name:
 
20      (1)  Is not the same as, or substantially identical to, the
 
21           name of any domestic corporation, [domestic]
 
22           partnership, [domestic] limited liability company, or
 
23           [domestic] limited liability partnership existing or
 

 
Page 27                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


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

 
 
 
Page 28                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1                name that foreign corporation will transact
 
 2                business in this State; and
 
 3      (2)  Is transliterated into letters of the English alphabet,
 
 4           if the name is not in English."
 
 5      SECTION 21.  Section 415-110, Hawaii Revised Statutes, is
 
 6 amended as follows:
 
 7      "§415-110  Application for certificate of authority.  To
 
 8 procure a certificate of authority to transact business in this
 
 9 State, a foreign corporation [should make application therefor]
 
10 shall apply to the director[, which].  The application shall set
 
11 forth:
 
12      (1)  The name of the corporation and the jurisdiction in
 
13           which it is incorporated;
 
14      (2)  The date of incorporation and the period of duration of
 
15           the corporation;
 
16      (3)  The mailing address of the principal office of the
 
17           corporation in the jurisdiction in which it is
 
18           incorporated;
 
19      (4)  The street address of the proposed registered office of
 
20           the corporation in this State, and the name of its
 
21           proposed registered agent in this State at that
 
22           address;
 

 
 
 
Page 29                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (5)  The primary specific purpose and such other purposes of
 
 2           the corporation which it proposes to pursue in the
 
 3           transaction of business in this State;
 
 4      (6)  The names and [respective] addresses of the directors
 
 5           and officers of the corporation; and
 
 6      (7)  Any additional information as may be necessary or
 
 7           appropriate to enable the director to determine whether
 
 8           the corporation is entitled to a certificate of
 
 9           authority to transact business in this State.  The
 
10           application shall be made on forms prescribed and
 
11           furnished by the director which shall be delivered to
 
12           the director for filing."
 
13      SECTION 22.  Section 415-119, Hawaii Revised Statutes, is
 
14 amended to read as follows:
 
15      "§415-119  Withdrawal of foreign corporation.  A foreign
 
16 corporation authorized to transact business in this State may
 
17 withdraw from the State upon procuring from the director a
 
18 certificate of withdrawal.  In order to procure a certificate of
 
19 withdrawal, the foreign corporation shall deliver to the director
 
20 an application for withdrawal, which shall set forth:
 
21      (1)  The name of the foreign corporation and the state or
 
22           country under the laws of which it is incorporated;
 

 
 
 
Page 30                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (2)  That the foreign corporation is not transacting
 
 2           business in this State;
 
 3      (3)  That the foreign corporation surrenders its authority
 
 4           to transact business in this State;
 
 5      (4)  That the foreign corporation revokes the authority of
 
 6           its registered agent in this State to accept service of
 
 7           process and consents that service of process in any
 
 8           action, suit, or proceeding based upon any cause of
 
 9           action arising in this State during the time the
 
10           corporation was authorized to transact business in this
 
11           State may thereafter be made on the corporation by
 
12           service thereof on the director;
 
13      (5)  The dates that notice of the foreign corporation's
 
14           intent to withdraw from the State was published, once
 
15           in each of four successive weeks (four publications) in
 
16           a newspaper of general circulation published in the
 
17           State[.  The foreign corporation, with the approval of
 
18           the director, may omit the publication of the notice if
 
19           the corporation has insufficient assets to pay for the
 
20           publication;] or a statement that publication was not
 
21           made;
 
22      (6)  That all taxes, debts, obligations, and liabilities of
 
23           the foreign corporation in [the] this State have been
 

 
Page 31                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           paid and discharged or that adequate provision has been
 
 2           made therefor;
 
 3      (7)  A mailing address to which the director may mail a copy
 
 4           of any process against the foreign corporation that may
 
 5           be served on the director; and
 
 6      (8)  Such additional information as may be necessary or
 
 7           appropriate in order to enable the director to
 
 8           determine and assess any unpaid fees payable by the
 
 9           foreign corporation as in this chapter prescribed.
 
10      The application for withdrawal shall be made on forms
 
11 prescribed and furnished by the director and shall be delivered
 
12 to and filed by the director."
 
13      SECTION 23.  Section 415-125, Hawaii Revised Statutes, is
 
14 amended to read as follows:
 
15      "§415-125  Annual report of domestic and foreign
 
16 corporations.  Each domestic corporation and each foreign
 
17 corporation authorized to transact business in this State shall
 
18 deliver to the director, within the time prescribed by this
 
19 chapter, an annual report signed by any authorized officer, or an
 
20 attorney-in-fact for an officer, or if the corporation is in the
 
21 hands of a receiver or trustee, by the receiver or trustee
 
22 setting forth:
 

 
 
 
Page 32                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


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

 
Page 33                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           where no specific street address is available, the
 
 2           rural route post office number or post office box
 
 3           designated or made available by the United States
 
 4           Postal Service];
 
 5      (5)  A statement of the aggregate number of shares which a
 
 6           domestic corporation has authority to issue, itemized
 
 7           by classes [and series], if any[, within a class]; and
 
 8      (6)  A statement of the aggregate number of shares issued by
 
 9           a domestic corporation, itemized by classes [and
 
10           series], if any[, within each class]."
 
11      SECTION 24.  Section 415-128, Hawaii Revised Statutes, is
 
12 amended by amending subsection (a) to read as follows:(a)  The
 
13 following fees shall be paid to the director upon the filing of
 
14 corporate documents:
 
15      (1)  Articles of incorporation, $100;
 
16      (2)  Articles of amendment, $50;
 
17      (3)  Restated articles of incorporation, $50;
 
18      (4)  Articles of conversion, merger, or consolidation, $200;
 
19      (5)  Articles of merger (subsidiary corporation), $100;
 
20      (6)  Articles of dissolution, $50;
 
21      (7)  Annual report of domestic and foreign corporations
 
22           organized for profit, $25;
 

 
 
 
Page 34                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (8)  Any other statement, report, certificate, application,
 
 2           or other corporate document, except an annual report,
 
 3           of a domestic or foreign corporation, $50;
 
 4      (9)  Application for a certificate of authority, $100;
 
 5     (10)  Application for a certificate of withdrawal, $50;
 
 6     (11)  Reservation of corporate name, $20;
 
 7     (12)  Transfer of reservation of corporate name, $20;
 
 8     (13)  Good standing certificate, $25;
 
 9     (14)  Special handling fee for review of corporation
 
10           documents, excluding articles of conversion, merger, or
 
11           consolidation, $50;
 
12     (15)  Special handling fee for review of articles of
 
13           conversion, merger, or consolidation, $150;
 
14     (16)  Special handling fee for certificates issued by the
 
15           department, $20 per certificate; [and]
 
16     (17)  Special handling fee for certification of documents, $1
 
17           per page[.] ; and
 
18     (18)  Agent's statement of change of registered office, $50
 
19           for each affected domestic corporation or foreign
 
20           corporation; provided that if more than two hundred
 
21           simultaneous filings are made, the fee shall be reduced
 
22           to $1 for each affected domestic corporation or foreign
 
23           corporation."
 

 
Page 35                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      SECTION 25.  Section 415A-8, Hawaii Revised Statutes, is
 
 2 amended to read as follows:
 
 3      "§415A-8  Corporate name.  The name of a professional
 
 4 corporation:
 
 5      (1)  May be any name permitted by law expressly applicable
 
 6           to the profession in which the corporation is engaged
 
 7           or by a rule or regulation of the licensing authority
 
 8           of the profession; and
 
 9      (2)  Shall not be the same as, or substantially identical
 
10           to, the name of any domestic corporation, partnership,
 
11           limited liability company, or limited liability
 
12           partnership existing or registered under the laws of
 
13           this State, or any foreign corporation, partnership,
 
14           limited liability company, or limited liability
 
15           partnership authorized to transact business in [the]
 
16           this State, or any trade name, trademark, or service
 
17           mark registered in this State, or a name the exclusive
 
18           right to which is, at the time, reserved in [the manner
 
19           provided in the Hawaii Business Corporation Act,
 
20           chapter 415, or the name of a corporation which has
 
21           registered its corporate name as provided in the Hawaii
 
22           Business Corporation Act, chapter 415;] this State,
 
23           except that this [section] provision shall not apply if
 

 
Page 36                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           the applicant files with the director either of the
 
 2           following:
 
 3           (A)  The written consent [of such other corporation]
 
 4                from the entity or holder of a reserved or
 
 5                registered name to use the same or substantially
 
 6                identical name, and one or more words are added to
 
 7                make the name distinguishable from the other name;
 
 8                or
 
 9           (B)  A certified copy of a final decree of a court of
 
10                competent jurisdiction establishing the prior
 
11                right of the applicant to the use of the name in
 
12                this State."
 
13      SECTION 26.  Section 415A-14.6, Hawaii Revised Statutes, is
 
14 amended by amending subsection (a) to read as follows:
 
15      "(a)  The articles of incorporation [must] shall set forth:
 
16      (1)  A [[]corporate[]] name for the corporation that
 
17           satisfies the requirements of section 415A-8;
 
18      (2)  The profession or professions that the corporation
 
19           shall be authorized to practice and any other purpose
 
20           allowed by the licensing laws and rules of the State;
 
21           [and]
 
22      (3)  [The matters specified in section 415-54(a).]  The
 
23           mailing address of its initial or principal office;
 

 
Page 37                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           provided that where no specific street address is
 
 2           available, the rural route post office number or post
 
 3           office box designated or made available by the United
 
 4           States Postal Service;
 
 5      (4)  The number of directors constituting the initial board
 
 6           of directors and the names and addresses of the
 
 7           individuals who are to serve as directors until the
 
 8           first annual meeting of shareholders or until their
 
 9           successors are elected and qualified;
 
10      (5)  The name, title, and address of each officer; and
 
11      (6)  The number of shares the corporation is authorized to
 
12           issue, and if the shares are to be divided into
 
13           classes, the number of shares of each class."
 
14      SECTION 27.  Section 415A-18, Hawaii Revised Statutes, is
 
15 amended by amending subsection (a) to read as follows:
 
16      "(a) Whenever it is established that a professional
 
17 corporation has failed to comply with any provision of this
 
18 chapter, the director may declare the corporation dissolved.
 
19      Before the director may declare a corporation dissolved, the
 
20 director shall[:
 
21      (1)  Give] give notice of the ground or grounds for
 
22           dissolution as provided in section 415-94[,] by mailing
 
23           the notice to the professional corporation at its last
 

 
Page 38                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           known address appearing in the records of the
 
 2           director[;], and
 
 3     [(2)  Give statewide] may give public notice of the intention
 
 4           to dissolve the corporation [once in each of three
 
 5           successive weeks]."
 
 6      SECTION 28.  Section 415A-22, Hawaii Revised Statutes, is
 
 7 amended to read as follows:
 
 8      "§415A-22 Annual report of professional corporations.  The
 
 9 annual report of each professional corporation shall be delivered
 
10 to the director for filing [pursuant to the Hawaii Business
 
11 Corporation Act, chapter 415,] and shall [include a statement
 
12 that all of the shareholders, not less than one-half of the
 
13 directors, and all of the officers other than the secretary and
 
14 treasurer of the corporation are qualified persons with respect
 
15 to the corporation.] set forth:
 
16      (1)  The name of the corporation;
 
17      (2)  The profession or professions that it is or are
 
18           actually engaged in;
 
19      (3)  The mailing address of its principal office; provided
 
20           that where no specific street address is available, the
 
21           rural route post office number or post office box
 
22           designated or made available by the United States
 
23           Postal Service;
 

 
Page 39                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (4)  The names and addresses of the directors and officers
 
 2           of the corporation;
 
 3      (5)  A statement of the aggregate number of shares which the
 
 4           corporation has authority to issue, itemized by
 
 5           classes, if any;
 
 6      (6)  A statement of the aggregate number of shares issued by
 
 7           the corporation, itemized by classes, if any; and
 
 8      (7)  A statement that all of the shareholders, not less than
 
 9           one-half of the directors, and all of the officers
 
10           other than the secretary and treasurer of the
 
11           corporation are qualified persons with respect to the
 
12           corporation."
 
13      SECTION 29.  Section 415B-7, Hawaii Revised Statutes, is
 
14 amended to read as follows:
 
15      "§415B-7  Corporate name.  The corporate name shall not be
 
16 the same as, or substantially identical to, the name of any
 
17 domestic corporation, partnership, limited liability company, or
 
18 limited liability partnership[, or trade name] existing or
 
19 registered under the laws of this State, or any foreign
 
20 corporation, partnership, limited liability company, or limited
 
21 liability partnership authorized to transact business in this
 
22 State, or any trade name, trademark, or service mark registered
 
23 in this State, or a name the exclusive right to which is, at the
 

 
Page 40                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 time, reserved in [the manner provided under the laws of this
 
 2 State, or the name of a corporation which has in effect a
 
 3 registration of its corporate name as provided under the laws of]
 
 4 this State, except that this provision shall not apply if the
 
 5 applicant [delivers to] files with the director [for filing]
 
 6 either of the following:
 
 7      (1)  The written consent [of] from the [other corporation]
 
 8           entity or holder of a reserved or registered name to
 
 9           use the same or substantially identical name, and one
 
10           or more words are added to make the name
 
11           distinguishable from the other name; or
 
12      (2)  A certified copy of a final decree of a court of
 
13           competent jurisdiction establishing the prior right of
 
14           the applicant to the use of the name in this State."
 
15      SECTION 30.  Section 415B-8.5, Hawaii Revised Statutes, is
 
16 amended by amending subsection (a) to read as follows:
 
17      "(a)  Except as provided in this section, each corporation
 
18 shall continuously maintain in [the] this State:
 
19      (1)  A registered office that may be the same as any of its
 
20           places of business; and
 
21      (2)  A registered agent who shall be:
 

 
 
 
 
 
Page 41                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           (A)  An individual who resides in [the] this State and
 
 2                whose business office is identical to the
 
 3                registered office;
 
 4           (B)  A domestic corporation or domestic profit
 
 5                corporation whose business office is identical to
 
 6                the registered office; or
 
 7           (C)  A foreign corporation or foreign profit
 
 8                corporation authorized to transact business in
 
 9                [the] this State whose business office is
 
10                identical to the registered office."
 
11      SECTION 31.  Section 415B-8.6, Hawaii Revised Statutes, is
 
12 amended by amending subsection (a) to read as follows:
 
13      "(a)  A corporation may change its registered office or
 
14 registered agent by delivering to the director for filing a
 
15 statement of change that sets forth:
 
16      (1)  The name of the corporation;
 
17      (2)  The street address of its current registered office;
 
18      (3)  If the current registered office is to be changed, the
 
19           street address of the new registered office;
 
20      (4)  The name of its current registered agent;
 
21      (5)  If the current registered agent is to be changed, the
 
22           name of the new registered agent [and the new agent's
 
23           written consent to the appointment.  This consent may
 

 
Page 42                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           be indicated on or attached to the statement of
 
 2           change]; and
 
 3      (6)  That after the change or changes are made, the street
 
 4           addresses of its registered office and the business
 
 5           office of its registered agent shall be identical."
 
 6      SECTION 32.  Section 415B-8.7, Hawaii Revised Statutes, is
 
 7 amended by amending subsection (c) to read as follows:
 
 8      "(c)  The [agency] appointment of the agent shall be
 
 9 terminated, and the registered office discontinued if so
 
10 provided, thirty-one days after the date on which the statement
 
11 was filed."
 
12      SECTION 33.  Section 415B-9, Hawaii Revised Statutes, is
 
13 amended to read as follows:
 
14      "§415B-9  Service of process on corporation. (a) Service of
 
15 any notice or process authorized by law issued against any
 
16 corporation, whether domestic or foreign, by any court, judicial
 
17 or administrative officer, or board, may be made in the manner
 
18 provided by law upon any registered agent, officer, or director
 
19 of the corporation who is found within the jurisdiction of the
 
20 court, officer, or board; [and in the event of failure to find
 
21 any such] or if any registered agent, officer, or director[,]
 
22 cannot be found, upon the manager or superintendent of the
 

 
 
 
Page 43                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 corporation or any person who is found in charge of the property,
 
 2 business, or office of the corporation within the jurisdiction.
 
 3      (b)  If[:
 
 4      (1)  No] no officer, director, manager, superintendent, or
 
 5           other person in charge of the property, business, or
 
 6           office of the corporation can be found within the
 
 7           State[;], and
 
 8     [(2)  The] in case the corporation[, if a foreign
 
 9           corporation,] has [neglected to deliver to] not filed
 
10           with the director the name of a person upon whom legal
 
11           notice and process from the courts of the State may be
 
12           served [or], pursuant to sections 415B- 8.5, 415B-8.6,
 
13           415B-129, and 415B-130, and likewise if the person [so]
 
14           named is not found within the State[;
 
15 then], service may be made upon the corporation by registered or
 
16 certified mail, return receipt requested, addressed to the
 
17 secretary of the corporation at its principal office.  Service
 
18 using registered or certified mail [shall be] is perfected at the
 
19 earliest of:
 
20      (1)  The date the corporation receives the mail;
 
21      (2)  The date shown on the return receipt, if signed on
 
22           behalf of the corporation; or
 

 
 
 
Page 44                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (3)  Five days after its deposit in the United States mail,
 
 2           as evidenced by the postmark, if mailed postpaid and
 
 3           correctly addressed.
 
 4      (c)  Nothing in this section shall limit or affect the right
 
 5 to serve any process, notice, or demand required or permitted by
 
 6 law to be served upon a corporation in any other manner [now or
 
 7 hereafter] permitted by law."
 
 8      SECTION 34.  Section 415B-11, Hawaii Revised Statutes, is
 
 9 amended by amending subsection (a) to read as follows:
 
10      "(a) Each domestic corporation or foreign corporation
 
11 authorized to conduct affairs in this State shall deliver to the
 
12 director for filing, within the time prescribed by this chapter,
 
13 an annual report setting forth:
 
14      (1)  The name of the corporation or foreign corporation and
 
15           the state or country under the laws of which it is
 
16           incorporated;
 
17      (2)  Where the corporation is required by law to have a
 
18           registered office and registered agent in [the] this
 
19           State, the street address of the domestic corporation's
 
20           or foreign corporation's registered office in this
 
21           State, the name of its registered agent in this State
 
22           at such address, and the mailing address of its
 
23           principal office in the state or country under the laws
 

 
Page 45                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           of which it is incorporated; provided that if the
 
 2           mailing address of the principal office differs from
 
 3           the street address, or where no specific street address
 
 4           is available, the rural route post office number or
 
 5           post office box designated or made available by the
 
 6           United States Postal Service;
 
 7      (3)  A brief statement of the character of the affairs in
 
 8           which the corporation [is actually conducting,] or[, in
 
 9           the case of a] foreign corporation[, which the
 
10           corporation] is actually conducting in this State; and
 
11      (4)  The names and [respective] addresses of the directors
 
12           and officers of the corporation or foreign corporation
 
13           [and, in the case of a domestic corporation, the names
 
14           and residence addresses of the directors and officers
 
15           of a domestic corporation]."
 
16      SECTION 35.  Section 415B-34, Hawaii Revised Statutes, is
 
17 amended by amending subsection (a) to read as follows:
 
18      "(a)  One or more individuals may organize a corporation by
 
19 signing and delivering articles of incorporation to the director
 
20 pursuant to section 415B-10, which shall set forth:
 
21      (1)  The name of the corporation;
 
22      (2)  The period of the corporation's duration, which may be
 
23           perpetual;
 

 
Page 46                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (3)  The purpose or purposes for which the corporation is
 
 2           organized;
 
 3      (4)  Any provisions, not inconsistent with law, which the
 
 4           incorporators elect to set forth in the articles of
 
 5           incorporation for the regulation of the internal
 
 6           affairs of the corporation, including any provision for
 
 7           the distribution of assets on dissolution or final
 
 8           liquidation;
 
 9      (5)  The mailing address of the corporation's initial or
 
10           principal office and, if the corporation is required at
 
11           the time of incorporation to have a registered office
 
12           and registered agent in this State, the street address
 
13           of the corporation's initial registered office and the
 
14           name of its initial registered agent at that office;
 
15           provided that where no specific street address is
 
16           available for the corporation's initial or principal
 
17           office or for the corporation's registered office, the
 
18           rural route post office number or post office box
 
19           designated or made available by the United States
 
20           Postal Service [may be listed];
 
21      (6)  The number of directors constituting the initial board
 
22           of directors and the names and [residence] addresses of
 

 
 
 
Page 47                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           the individuals who are to serve as the initial
 
 2           directors and initial officers; and
 
 3      (7)  If a corporation has no members, that fact shall be set
 
 4           forth."
 
 5      SECTION 36.  Section 415B-40, Hawaii Revised Statutes, is
 
 6 amended to read as follows:
 
 7      "[[]§415B-40[]]  Restated articles of incorporation.  (a)  A
 
 8 domestic corporation at any time may restate [amended] its
 
 9 articles of incorporation as theretofore amended, by a resolution
 
10 adopted by the board of directors.
 
11      (b)  Upon the adoption of the resolution, restated articles
 
12 of incorporation shall set forth all of the operative provisions
 
13 of the articles[,] of incorporation as theretofore amended,
 
14 together with a statement that the restated articles of
 
15 incorporation correctly set forth without change the
 
16 corresponding provisions of the articles[,] of incorporation as
 
17 theretofore amended, and that the restated articles of
 
18 incorporation supersede the original articles of incorporation
 
19 and all [prior] amendments thereto.
 
20      (c)  The restated articles of incorporation shall be
 
21 delivered to [and filed by] the director [pursuant to section
 
22 415B-10.] for filing.  The director may certify the restated
 

 
 
 
Page 48                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 articles of incorporation currently in effect, without including
 
 2 the information required to be filed by subsection (b)."
 
 3      SECTION 37.  Section 415B-40.5, Hawaii Revised Statutes, is
 
 4 amended by amending subsections (a) and (b) to read as follows:
 
 5      "(a)  A domestic corporation may at any time amend and
 
 6 restate its articles of incorporation by complying with the
 
 7 procedures and requirements [under] of sections 415B-37 and
 
 8 415B-40.
 
 9      (b)  Upon [their] its adoption, the amended and restated
 
10 articles of incorporation shall set forth:
 
11      (1)  All of the operative provisions of the articles of
 
12           incorporation as theretofore amended;
 
13      (2)  The information required [under] by section 415B-38;
 
14           and
 
15      (3)  A statement that the amended and restated articles of
 
16           incorporation supersede the original articles of
 
17           incorporation and all amendments thereto."
 
18      SECTION 38.  Section 415B-84, Hawaii Revised Statutes, is
 
19 amended to read as follows:
 
20      "§415B-84  Articles of merger or consolidation.  (a)  The
 
21 articles of merger or articles of consolidation shall be
 
22 delivered to the director for filing and shall set forth:
 
23      (1)  Either:
 

 
Page 49                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           (A)  The names and jurisdictions of incorporation of
 
 2                the corporations proposing to merge, and the name
 
 3                and jurisdiction of incorporation of the
 
 4                corporation into which they propose to merge,
 
 5                which is hereinafter designated as the surviving
 
 6                corporation; or
 
 7           (B)  The names and jurisdictions of incorporation of
 
 8                the corporations proposing to consolidate, and the
 
 9                name and jurisdiction of incorporation of the new
 
10                corporation into which they propose to
 
11                consolidate, which is hereinafter designated as
 
12                the new corporation.
 
13     [(1)  That] (2)  A statement that the plan of merger or the
 
14           plan of consolidation has been approved [and signed] by
 
15           the board of directors of each corporation, in
 
16           accordance with section 415B-83[, and a statement of
 
17           the jurisdiction of incorporation if a foreign
 
18           corporation is involved];
 
19     [(2)] (3)  If the members of any merging or consolidating
 
20           corporation are entitled to vote thereon, then as to
 
21           each such corporation:
 
22           (A)  A statement setting forth the date of the meeting
 
23                of members at which the plan was adopted, that a
 

 
Page 50                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1                quorum was present at the meeting, and that the
 
 2                plan received at least two-thirds of the votes
 
 3                which members present at the meeting or
 
 4                represented by proxy were entitled to cast; or
 
 5           (B)  A statement that the [amendment] plan was adopted
 
 6                by a consent in writing signed by all members
 
 7                entitled to vote with respect thereto;
 
 8     [(3)] (4)  If any merging or consolidating corporation has no
 
 9           members, or no members entitled to vote thereon, then
 
10           as to each such corporation a statement of this fact,
 
11           the date of the meeting of the board of directors at
 
12           which the plan of merger or consolidation was adopted,
 
13           and a statement of the fact that the plan received the
 
14           vote of a majority of the directors in office; and
 
15     [(4)] (5)  A statement indicating the changes in the articles
 
16           of incorporation of the surviving corporation to be
 
17           effected by the merger or consolidation.
 
18      (b)  After the articles of merger or articles of
 
19 consolidation have been delivered to the director and filed, the
 
20 certificate of merger or certificate of consolidation shall be
 
21 issued by the director."
 
22      SECTION 39.  Section 415B-86, Hawaii Revised Statutes, is
 
23 amended to read as follows:
 

 
Page 51                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      "§415B-86  Merger or consolidation of domestic and foreign
 
 2 corporations.  (a)  One or more foreign corporations and one or
 
 3 more domestic corporations may be merged or consolidated in the
 
 4 following manner; provided that a merger or consolidation is
 
 5 permitted by the laws of the jurisdiction under which each such
 
 6 corporation is organized:
 
 7      (1)  Each domestic corporation shall comply with this
 
 8           chapter with respect to the merger or consolidation, as
 
 9           the case may be, of domestic corporations and each
 
10           foreign corporation shall comply with the laws of the
 
11           jurisdiction under which it is organized; and
 
12      (2)  If the surviving or new corporation, as the case may
 
13           be, is to be governed by the laws of any jurisdiction
 
14           other than this State, it shall comply with the
 
15           provisions of this chapter with respect to foreign
 
16           corporations if it is to conduct affairs in this State,
 
17           and it shall deliver to the director for filing:
 
18           (A)  An agreement that the surviving or new corporation
 
19                may be served with process in this State in any
 
20                proceeding for the enforcement of any obligation
 
21                of any domestic corporation which is a party to
 
22                the merger or consolidation; and
 

 
 
 
Page 52                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           (B)  An irrevocable appointment of a resident of this
 
 2                State as the surviving or new corporation's agent
 
 3                to accept service of process in any such
 
 4                proceeding[.], and include the resident's street
 
 5                address in this State.
 
 6      (b)  The effect of the merger or consolidation shall be the
 
 7 same as in the case of the merger or consolidation of domestic
 
 8 corporations except where the surviving or new corporations are
 
 9 governed by laws other than those of this State, insofar as those
 
10 laws otherwise provide.
 
11      (c)  After approval by the members, or if there are no
 
12 members entitled to vote thereon, by the board of directors, and
 
13 at any time prior to the filing of the articles of merger or
 
14 consolidation, the merger or consolidation may be abandoned
 
15 pursuant to any provisions therefor set forth in the plan of
 
16 merger or consolidation."
 
17      SECTION 40.  Section 415B-91, Hawaii Revised Statutes, is
 
18 amended by amending subsections (b) and (c) to read as follows:
 
19      "(b) Upon the adoption of a resolution, a statement of
 
20 intent to dissolve the corporation shall be delivered to the
 
21 director for filing and shall set forth:
 
22           (1)  The name of the corporation;
 

 
 
 
Page 53                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           (2)  The names and [respective residence] addresses of
 
 2                the corporation's officers and directors;
 
 3           (3)  The manner in which the resolution approving the
 
 4                dissolution was adopted; and
 
 5           (4)  The number of votes by members or directors, as
 
 6                the case may be, cast in favor of the resolution.
 
 7      (c)  The corporation [shall] may publish once in each of
 
 8 four successive weeks in any newspaper of general circulation
 
 9 published in the State, a notice to all creditors of the
 
10 corporation to present their claims at a place designated in the
 
11 notice within ninety days from the first publication of the
 
12 notice.  The corporation shall mail[, within thirty days from the
 
13 first publication of the notice, postage prepaid,] a [like]
 
14 written notice to each creditor whose name and address is known
 
15 to the corporation and who prior to the mailing of the notice,
 
16 has not presented any claim.  The notice shall provide a mailing
 
17 address where the claim is to be sent and the deadline for
 
18 receipt of the claim, which may not be less than ninety days
 
19 after the date the written notice is received by the creditor,
 
20 and that the claim will be barred if not received by the
 
21 deadline.  All claims, other that tort claims, not so presented
 
22 shall be forever barred.  [The corporation, with the approval of
 
23 the director, may omit the publication of the notice if the
 

 
Page 54                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 assets of the corporation are insufficient to pay for the
 
 2 publication.]"
 
 3      SECTION 41.  Section 415B-94, Hawaii Revised Statutes, is
 
 4 amended to read as follows:
 
 5      "§415B-94  Articles of dissolution.  If voluntary
 
 6 dissolution proceedings have not been revoked, when all debts,
 
 7 liabilities, and obligations of the corporation have been paid
 
 8 and discharged, or adequate provision has been made therefor, and
 
 9 all of the remaining property and assets of the corporation have
 
10 been transferred, conveyed, or distributed pursuant to this
 
11 chapter, articles of dissolution shall be delivered to the
 
12 director for filing and shall be verified on oath and set forth:
 
13      (1)  The name of the corporation;
 
14      (2)  That all debts, obligations, and liabilities of the
 
15           corporation have been paid and discharged or that
 
16           adequate provision has been made therefor;
 
17      (3)  A copy of any plan of distribution as adopted by the
 
18           corporation, or a statement that no plan was so
 
19           adopted;
 
20      (4)  That all of the remaining property and assets of the
 
21           corporation have been transferred, conveyed, or
 
22           distributed pursuant to this chapter;
 

 
 
 
Page 55                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (5)  That there are no actions pending against the
 
 2           corporation in any court, or that adequate provision
 
 3           has been made for the satisfaction of any judgment,
 
 4           order, or decree which may be entered against the
 
 5           corporation in any pending action;
 
 6      (6)  The dates [on which the] that notice [required by
 
 7           section 415B-91(c)] of the filing of the statement of
 
 8           intent to dissolve the corporation was published[;], or
 
 9           a statement that publication was not made; and
 
10      (7)  The date that the director filed the statement of
 
11           intent."
 
12      SECTION 42.  Section 415B-96, Hawaii Revised Statutes, is
 
13 amended to read as follows:
 
14      "§415B-96  Revocation of voluntary dissolution proceedings.
 
15 (a)  At any time prior to the filing of the articles of
 
16 dissolution by the director, a corporation may revoke the action
 
17 theretofore taken to dissolve the corporation in the following
 
18 manner:
 
19      (1)  The board of directors shall adopt a resolution
 
20           recommending that the voluntary dissolution proceedings
 
21           be revoked, and directing that the question of
 
22           revocation be submitted to a vote at an annual or
 
23           special meeting of members entitled to vote thereon.
 

 
Page 56                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           Written notice stating that the purpose, or one of the
 
 2           purposes, of the meeting is to consider the
 
 3           advisability of revoking the voluntary dissolution
 
 4           proceedings, shall be given to each member entitled to
 
 5           vote at the meeting pursuant to this chapter.  A
 
 6           resolution to revoke the voluntary dissolution
 
 7           proceedings shall be adopted upon receiving at least
 
 8           two-thirds of the votes which members present at the
 
 9           meeting or represented by proxy are entitled to
 
10           cast[.]; or
 
11      (2)  If there are no members or no members entitled to vote
 
12           on the revocation of voluntary dissolution proceedings,
 
13           a resolution to revoke the voluntary dissolution
 
14           proceedings shall be adopted at a meeting of the board
 
15           of directors upon receiving the vote of a majority of
 
16           the directors in office.
 
17      [(3)] (b)  Upon the adoption of the resolution, a statement
 
18 of revocation of voluntary dissolution proceedings shall set
 
19 forth:
 
20     [(A)] (1)  The name of the corporation;
 
21     [(B)] (2)  The names and [residence] addresses of its
 
22                officers;
 

 
 
 
Page 57                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1     [(C)] (3)  The names and [residence] addresses of its
 
 2                directors;
 
 3     [(D)] (4)  A copy of the resolution revoking the voluntary
 
 4                dissolution proceedings;
 
 5     [(E)] (5)  If adoption of the resolution is by the members
 
 6                entitled to vote on the revocation of voluntary
 
 7                dissolution proceedings, the number of members of
 
 8                the corporation and the number of members voting
 
 9                for and against the resolution, respectively; and,
 
10                if the members of any class are entitled to vote
 
11                as a class, the designation and number of members
 
12                of each class and the number of members of each
 
13                class voting for and against the resolution,
 
14                respectively; and
 
15     [(F)] (6)  If the adoption of the resolution is by the board
 
16                of directors, the number of directors voting for
 
17                and against the resolution, respectively.
 
18      (c)  Upon the adoption of the resolution by the members, or
 
19 by the board of directors where there are no members or no
 
20 members entitled to vote thereon, the corporation may again
 
21 conduct its affairs."
 
22      SECTION 43.  Section 415B-98, Hawaii Revised Statutes, is
 
23 amended by amending subsection (a) to read as follows:
 

 
Page 58                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      "(a)  Whenever the director certifies that a corporation has
 
 2 given any cause for dissolution pursuant to section 415B-97, the
 
 3 director may declare the corporation dissolved.  Before the
 
 4 director may declare a corporation dissolved, the director
 
 5 shall[:
 
 6      (1)  Give] give notice of the ground or grounds for
 
 7           dissolution as provided in section [415-94] 415B-97, by
 
 8           mailing the notice to the corporation at its last known
 
 9           address appearing in the records of the director[;] and
 
10     [(2)  Give statewide] may give public notice of the intention
 
11           to dissolve the corporation [once in each of three
 
12           successive weeks]."
 
13      SECTION 44.  Section 415B-98, Hawaii Revised Statutes, is
 
14 amended by amending subsection (f) to read as follows:
 
15      "(f)  Within two years after the involuntary dissolution of
 
16 a corporation under this section, the corporation may be
 
17 reinstated by the director upon 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 applicable reinstatement period, should the
 
23 name of the corporation, or a name substantially identical
 

 
Page 59                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 thereto be registered or reserved by another corporation,
 
 2 partnership, limited liability company, or limited liability
 
 3 partnership, or should such name or a name substantially
 
 4 identical thereto be registered as a trade name, trademark, or
 
 5 service mark, then reinstatement shall be allowed only upon the
 
 6 registration of a new name by the involuntarily dissolved
 
 7 corporation pursuant to the amendment provisions of this
 
 8 chapter."
 
 9      SECTION 45.  Section 415B-122, Hawaii Revised Statutes, is
 
10 amended to read as follows:
 
11      "§415B-122  Corporate name of foreign corporation.  No
 
12 certificate of authority shall be issued to a foreign corporation
 
13 unless its corporate name:
 
14      (1)  Is not the same as, or substantially identical to, the
 
15           name of any [profit or nonprofit] domestic corporation,
 
16           partnership, limited liability company, or limited
 
17           liability partnership existing or registered under the
 
18           laws of this State, or any [profit or nonprofit]
 
19           foreign corporation, [foreign] partnership, [foreign]
 
20           limited liability company, or [foreign] limited
 
21           liability partnership authorized to transact business
 
22           or conduct affairs in this State, [or a corporate] or
 
23           any trade name, trademark, or service mark [reserved
 

 
Page 60                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           or] registered [pursuant to the laws of] in this
 
 2           State[;], or a name the exclusive right to which is, at
 
 3           the time, reserved in this State, except that this
 
 4           provision shall not apply if the foreign corporation
 
 5           applying for a certificate of authority files with the
 
 6           director any one of the following:
 
 7           (A)  The written consent from the entity or holder of a
 
 8                reserved or registered name to use the same or
 
 9                substantially identical name, and one or more
 
10                words are added to make the name distinguishable
 
11                from the other name;
 
12           (B)  A certified copy of a final decree of a court of
 
13                competent jurisdiction establishing the prior
 
14                right of the foreign corporation to the use of the
 
15                name in this State; or
 
16           (C)  A copy of a certificate of registration of a trade
 
17                name by the foreign corporation under which trade
 
18                name that foreign corporation will conduct affairs
 
19                in this State; and
 
20      (2)  Is transliterated into letters of the English alphabet,
 
21           if the name is not in English."
 
22      SECTION 46.  Section 415B-124, Hawaii Revised Statutes, is
 
23 amended to read as follows:
 

 
Page 61                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      "§415B-124  Application for certificate of authority.  In
 
 2 order to procure a certificate of authority to conduct affairs in
 
 3 this State, a foreign corporation shall submit an application
 
 4 therefor to the director stating:
 
 5      (1)  The name of the corporation and the jurisdiction under
 
 6           which it is incorporated;
 
 7      (2)  The date of incorporation and the period of duration of
 
 8           the corporation;
 
 9      (3)  The mailing address of the principal office of the
 
10           corporation in the jurisdiction in which it is
 
11           incorporated;
 
12      (4)  The address of the corporation's proposed registered
 
13           office in this State and the name of its proposed
 
14           registered agent in this State at that address;
 
15      (5)  Any purpose of the corporation which it proposes to
 
16           pursue in conducting its affairs in this State;
 
17      (6)  The names and [respective] addresses of the directors
 
18           and officers of the corporation; and
 
19      (7)  Any additional information necessary or appropriate to
 
20           enable the director to determine whether the
 
21           corporation is entitled to a certificate of authority
 
22           to conduct affairs in this State."
 

 
 
 
Page 62                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      SECTION 47.  Section 415B-131, Hawaii Revised Statutes, is
 
 2 amended to read as follows:
 
 3      "§415B-131  Amendment to articles of incorporation of
 
 4 foreign corporation.  Whenever the [articles of incorporation of]
 
 5 name of a foreign corporation authorized to conduct affairs in
 
 6 this State [are amended to change its corporate name,] is changed
 
 7 by an amendment to its articles of incorporation, the foreign
 
 8 corporation[,] within thirty days after the amendment becomes
 
 9 effective, shall deliver to the director [for filing a copy of
 
10 the amendment] a certificate evidencing the name change, duly
 
11 [certified] authenticated by the proper officer of the
 
12 [jurisdiction in] state or country under the laws of which [the
 
13 corporation] it is incorporated.  If the certificate is in a
 
14 foreign language, a translation under oath of the translator
 
15 shall accompany the certificate."
 
16      SECTION 48.  Section 415B-133, Hawaii Revised Statutes, is
 
17 amended to read as follows:
 
18      "§415B-133  Merger of foreign corporation authorized to
 
19 conduct affairs in this State.  (a)  Whenever a foreign
 
20 corporation authorized to conduct affairs in this State is a
 
21 party to a statutory merger permitted by the laws of the
 
22 [jurisdiction in] state or country under the laws of which it is
 
23 incorporated, and the corporation [is] shall be the surviving
 

 
Page 63                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 corporation, [the foreign corporation] it shall [deliver to the
 
 2 director for filing], within [sixty] thirty days after the merger
 
 3 becomes effective, deliver to the director, a [copy of the
 
 4 articles of] certificate evidencing the merger duly [certified]
 
 5 authenticated by the proper officer of the [jurisdiction in]
 
 6 state or country under the laws of which the statutory merger was
 
 7 effected.  [It shall not be necessary for the surviving
 
 8 corporation to obtain either a new or amended certificate of
 
 9 authority to conduct affairs in this State.]  The certificate
 
10 evidencing the merger shall be evidence of a change of name if
 
11 the name of the surviving corporation is changed thereby.  If the
 
12 certificate is in a foreign language a translation under oath of
 
13 the translator shall accompany the certificate.
 
14      (b)  Whenever a foreign corporation authorized to conduct
 
15 affairs in this State shall be a party to a statutory merger
 
16 permitted by the laws of the state or country under the laws of
 
17 which it is incorporated, and that corporation shall not be the
 
18 surviving corporation, the surviving corporation, within thirty
 
19 days after the merger becomes effective, shall deliver to the
 
20 director for filing a certificate evidencing the merger in the
 
21 form prescribed by subsection (a), together with an application
 
22 for withdrawal of the merged foreign corporation in accordance
 

 
 
 
Page 64                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 with section 415B-134 executed by the surviving corporation on
 
 2 behalf of the merged foreign corporation.
 
 3      (c)  If the surviving corporation in a merger is to be
 
 4 governed by the laws of any state other than this State, it shall
 
 5 comply with this chapter with respect to foreign corporations if
 
 6 it is to conduct affairs in this State."
 
 7      SECTION 49.  Section 415B-134, Hawaii Revised Statutes, is
 
 8 amended to read as follows:
 
 9      "§415B-134  Withdrawal of foreign corporation.  (a)  A
 
10 foreign corporation authorized to conduct affairs in this State
 
11 may withdraw from this State by applying to the director for a
 
12 certificate of withdrawal.  In order to obtain a certificate of
 
13 withdrawal, a foreign corporation shall deliver to the director
 
14 an application for withdrawal, which shall set forth:
 
15      (1)  The name of the corporation and the jurisdiction in
 
16           which it is incorporated;
 
17      (2)  That the corporation is not conducting affairs in this
 
18           State;
 
19      (3)  That the corporation surrenders its authority to
 
20           conduct affairs in this State;
 
21      (4)  That the corporation revokes the authority of its
 
22           registered agent in this State to accept service of
 
23           process and consents that service of process in any
 

 
Page 65                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           action or proceeding based upon any cause of action
 
 2           arising in this State during the time the corporation
 
 3           was authorized to conduct affairs in this State may
 
 4           thereafter be made on such corporation by service
 
 5           thereof on the director;
 
 6      (5)  The dates that notice of the foreign corporation's
 
 7           intent to withdraw from the State was published, once
 
 8           in each of four successive weeks (four publications) in
 
 9           a newspaper of general circulation published in the
 
10           State[.  The foreign corporation, with the approval of
 
11           the director, may omit the publication of the notice if
 
12           the corporation has insufficient assets to pay for the
 
13           publication;], or a statement that publication was not
 
14           made;
 
15      (6)  That all taxes, debts, obligations, and liabilities of
 
16           the foreign corporation in [the] this State have been
 
17           paid and discharged or that adequate provision has been
 
18           made therefor; and
 
19      (7)  A post office address to which the director may mail a
 
20           copy of any process against the corporation that may be
 
21           served on the director.
 

 
 
 
 
 
Page 66                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (b)  The application for withdrawal shall be made on forms
 
 2 prescribed and furnished by the director and shall be delivered
 
 3 to and filed by the director."
 
 4      SECTION 50.  Section 415B-155, Hawaii Revised Statutes, is
 
 5 amended by amending subsection (a) to read as follows:
 
 6      "(a) The following fees shall be paid to the director upon
 
 7 the filing of corporate documents:
 
 8      (1)  Articles of incorporation, $50;
 
 9      (2)  Articles of amendment, $20;
 
10      (3)  Restated articles of incorporation, $20;
 
11      (4)  Articles of merger or consolidation, $100;
 
12      (5)  Articles of conversion, $200;
 
13      (6)  Articles of dissolution, $20;
 
14      (7)  Annual report of nonprofit domestic [and] or foreign
 
15           [corporations,] corporation, $5;
 
16      (8)  Any other statement, report, certificate, application,
 
17           or other corporate document, except an annual report,
 
18           of a nonprofit domestic or foreign corporation, $20;
 
19      (9)  Application for a certificate of authority, $50;
 
20     (10)  Application for a certificate of withdrawal, $20;
 
21     (11)  Reservation of corporate name, $20;
 
22     (12)  Transfer of reservation of corporate name, $20;
 
23     (13)  Good standing certificate, $20;
 

 
Page 67                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1     (14)  Special handling fee for review of corporation
 
 2           documents, excluding articles of merger or
 
 3           consolidation, $50;
 
 4     (15)  Special handling fee for review of articles of
 
 5           conversion, merger, or consolidation, $150;
 
 6     (16)  Special handling fee for certificates issued by the
 
 7           department, $20 per certificate; [and]
 
 8     (17)  Special handling fee for certification of documents, $1
 
 9           per page[.]; and
 
10     (18)  Agent's statement of change of registered office, $20
 
11           for each affected domestic corporation or foreign
 
12           corporation; provided that if more than two hundred
 
13           simultaneous filings are made, the fee shall be reduced
 
14           to $1 for each affected domestic corporation or foreign
 
15           corporation."
 
16      SECTION 51.  section 425-1, Hawaii Revised Statutes, is
 
17 amended to read as follows:
 
18      "§425-1  Registration and annual statements.  (a)  Whenever
 
19 any general partnership is formed under the laws of [the] this
 
20 State to do business in [the] this State, or any general
 
21 partnership formed under the laws of any other jurisdiction shall
 
22 do business in [the] this State, such partnership shall file in
 
23 the office of the director of commerce and consumer affairs the
 

 
Page 68                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 registration and annual statements hereinafter provided.  A
 
 2 registration statement shall be filed by a partnership formed
 
 3 under the laws of [the] this State within thirty days after the
 
 4 partnership is formed and by a partnership formed under the laws
 
 5 of any other jurisdiction within thirty days after the
 
 6 commencement of business in [the] this State.  An annual
 
 7 statement shall be filed on or before March 31 of each year, as
 
 8 of December 31 of the preceding year.  Every such registration
 
 9 statement shall contain the following information:
 
10      (1)  The name of the partnership;
 
11      (2)  The name and [residence] address of each partner;
 
12      (3)  The street address of the chief executive office of the
 
13           partnership in the State and, if the partnership is one
 
14           formed under the laws of any other jurisdiction, the
 
15           name of the jurisdiction and the street address of the
 
16           partnership's chief executive office and of one office
 
17           in this State, if there is one;
 
18      (4)  The date the partnership was formed and, if the
 
19           partnership is one formed under the laws of any other
 
20           jurisdiction, the date the partnership commenced
 
21           business in [the] this State;
 
22      (5)  The fact that none of the partners is either a minor or
 
23           an incompetent person;
 

 
Page 69                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (6)  In the case of a foreign general partnership, the
 
 2           designation of a person residing within [the] this
 
 3           State as agent for service of process and notice[;],
 
 4           and the person's street address; and
 
 5      (7)  The names of the partners authorized to execute an
 
 6           instrument transferring real property held in the name
 
 7           of the partnership, and may state the authority, or
 
 8           limitations on the authority, of some or all of the
 
 9           partners to enter into other transactions on behalf of
 
10           the partnership and any other matter.
 
11      (b)  Every such annual statement shall contain the
 
12 information specified in paragraphs (1), (2), (3),(5), (6) and a
 
13 listing of the names of any partner admitted, withdrawn, or who
 
14 has died during the year.
 
15      (c)  The registration statement of a domestic partnership
 
16 shall be certified by each partner, and the registration
 
17 statement of a foreign partnership shall be certified by at least
 
18 one partner.  Each annual statement shall be certified as correct
 
19 by any partner."
 
20      SECTION 52.  Section 425-6, Hawaii Revised Statutes, is
 
21 amended to read as follows:
 

 
 
 
 
 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      "§425-6  Partnership name.  (a)  No statement or certificate
 
 2 of any partnership [having a name] shall be recorded by the
 
 3 director unless the name:
 
 4      (1)  Is not the same as, or substantially identical to the
 
 5           name of any domestic corporation, partnership, limited
 
 6           liability company, or limited liability partnership
 
 7           existing or registered [to do business] under the laws
 
 8           of [the] this State, or any foreign corporation,
 
 9           partnership, limited liability company, or limited
 
10           liability partnership authorized to transact business
 
11           in this State, or [with] any trade name, [service mark,
 
12           or] trademark [previously], or service mark registered
 
13           [shall be recorded by the director.] in this State, or
 
14           a name the exclusive right to which is, at the time,
 
15           reserved in this State, except that this provision
 
16           shall not apply if the partnership files with the
 
17           director any one of the following:
 
18           (A)  The written consent from the entity or holder of a
 
19                reserved or registered name to use the same or
 
20                substantially identical name, and one or more
 
21                words are added to make the name distinguishable
 
22                from the other name; or
 

 
 
 
Page 71                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           (B)  A certified copy of a final decree of a court of
 
 2                competent jurisdiction establishing the prior
 
 3                right of the partnership to the use of the name in
 
 4                this State:
 
 5      (b)  The acceptance of a statement or certificate of a
 
 6 partnership for registration by the director shall not abrogate
 
 7 or limit any common law or other right of any person to any
 
 8 corporation, partnership, limited liability company, or limited
 
 9 liability partnership name, trade name, trademark, or service
 
10 mark.
 
11      [(b)] (c)  The director may make, amend, and repeal such
 
12 rules as may be necessary to carry out the purposes of this
 
13 section."
 
14      SECTION 53.  Section 425-12, Hawaii Revised Statutes, is
 
15 amended by amending subsection (a) to read as follows:
 
16      "(a)  The following fees shall be paid to the director upon
 
17 the filing of general partnership documents:
 
18      (1)  Partnership registration statement, $25;
 
19      (2)  Partnership change of name statement, $25;
 
20      (3)  Partnership dissolution statement, $25;
 
21      (4)  Foreign general partnership registration statement,
 
22           $25;
 
23      (5)  Statement of change, $25;
 

 
Page 72                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (6)  Application for certificate of withdrawal, $10;
 
 2      (7)  Statement of correction, $25;
 
 3      (8)  Reservation of name, $20;
 
 4      (9)  Transfer of reservation of name, $20;
 
 5     (10)  Annual statement for domestic or foreign general
 
 6           partnership, $10;
 
 7     (11)  Good standing certificate, $25;
 
 8     (12)  Articles of conversion, $200;
 
 9     (13)  Any other statement, certificate, or other document for
 
10           a domestic or foreign general partnership, $25;
 
11     (14)  Special handling fee for review of any general
 
12           partnership document, $20;
 
13     (15)  Special handling fee for certificates issued by the
 
14           director, $20 per certificate;
 
15     (16)  Special handling fee for certification of documents, $1
 
16           per page; [and]
 
17     (17)  Special handling fee for review of articles of
 
18           conversion, $150[.] ; and
 
19     (18)  Agent's statement of change of address, $25 for each
 
20           affected foreign general partnership; provided that if
 
21           more than two hundred simultaneous filings are made,
 
22           the fee shall be reduced to $1 for each affected
 
23           foreign general partnership."
 

 
Page 73                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      SECTION 54.  Section 425-14, Hawaii Revised Statutes, is
 
 2 amended by amending subsection (b) to read as follows:
 
 3      "(b) Within two years after the involuntary cancellation of
 
 4 a general partnership under this section, the registration
 
 5 statement of the general partnership may be reinstated by the
 
 6 director upon written application executed by any partner of the
 
 7 general partnership setting forth such information as the
 
 8 director may require, and the payment of all delinquent fees,
 
 9 penalties, assessments, taxes, costs of involuntary cancellation,
 
10 and the filing of all statements due and unfiled.  Within the
 
11 applicable reinstatement period, should the name of the general
 
12 partnership, or a name substantially identical thereto be
 
13 registered or reserved by another corporation, partnership,
 
14 limited liability company, or limited liability partnership, or
 
15 should such name or a name substantially identical thereto be
 
16 registered as a trade name, trademark, or service mark, then
 
17 reinstatement shall be allowed only upon the registration of a
 
18 new name by the involuntarily canceled general partnership
 
19 pursuant to the amendment provisions of this chapter."
 
20      SECTION 55.  Section 425-17, Hawaii Revised Statutes, is
 
21 amended to read as follows:
 
22      "§425-17  Withdrawal procedure for foreign general
 
23 partnership.  (a)  Any foreign general partnership which has
 

 
Page 74                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 qualified to transact business in this State may withdraw and
 
 2 surrender its right to engage in business within this State by
 
 3 securing from the director of commerce and consumer affairs a
 
 4 certificate of withdrawal.  Any such general partnership shall
 
 5 file in the office of the director an application for withdrawal,
 
 6 certified and signed by a general partner, which shall set forth:
 
 7      (1)  The name of the foreign general partnership, and the
 
 8           state or country under the laws of which it is formed;
 
 9      (2)  That the foreign general partnership is not transacting
 
10           business in this State;
 
11      (3)  That the foreign general partnership surrenders its
 
12           authority to transact business in this State;
 
13      (4)  That the foreign general partnership revokes the
 
14           authority of its registered agent in this State to
 
15           accept service of process, and consents that service or
 
16           process in any action, suit, or proceeding based upon
 
17           any cause of action arising in this State during the
 
18           time the partnership was authorized to transact
 
19           business in this State may thereafter be made on the
 
20           partnership by service thereof on the director;
 
21     [(5)  The name and residence address of each general partner;
 
22     (6)]  (5) The dates that notice of the foreign general
 
23           partnership's intent to withdraw from the State was
 

 
Page 75                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           published, once in each of four successive weeks (four
 
 2           publications) in a newspaper of general circulation
 
 3           published in [the] this State[.  The foreign general
 
 4           partnership, with the approval of the director may omit
 
 5           the publication of the notice if the partnership has
 
 6           insufficient assets to pay for the publication;], or a
 
 7           statement that publication was not made;
 
 8     [(7)] (6)  That all taxes, debts, obligations, and
 
 9           liabilities of the foreign general partnership in [the]
 
10           this State have been paid and discharged or that
 
11           adequate provision has been made therefor;
 
12     [(8)] (7)  A mailing address to which the director may mail a
 
13           copy of any process against the foreign general
 
14           partnership that may be served on the director; and
 
15    [(9)]  (8)  Such additional information as may be necessary or
 
16           appropriate to enable the director to determine and
 
17           assess any unpaid fees payable by the foreign general
 
18           partnership.
 
19      (b)  Upon the filing of the application for withdrawal, and
 
20 after the payment of a fee of $10, the director shall issue a
 
21 certificate of withdrawal, which shall be effective as of the
 
22 date of the filing of the application for withdrawal, and the
 
23 authority of the foreign general partnership to transact business
 

 
Page 76                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 in this State shall then cease.  No such general partnership may
 
 2 withdraw from this State without complying with the aforesaid
 
 3 conditions and until such compliance, service of legal notices,
 
 4 and processes may be made on any agent of the general partnership
 
 5 within [the] this State, or if none can be found, service of such
 
 6 notices and processes upon the director of commerce and consumer
 
 7 affairs shall be deemed sufficient service of such notices and
 
 8 processes upon it."
 
 9      SECTION 56.  Section 425-164, Hawaii Revised Statutes, is
 
10 amended by amending subsection (b) to read as follows:
 
11      "(b)  No certificate of a limited liability partnership or
 
12 registration for a foreign limited liability partnership shall be
 
13 accepted by the director [if] unless the name of the domestic or
 
14 foreign limited liability partnership:
 
15      (1)  Is not the same as, or substantially identical to, the
 
16           name of any domestic corporation, [domestic]
 
17           partnership, [domestic] limited liability company, or
 
18           [domestic] limited liability partnership[,] existing or
 
19           registered under the laws of [the] this State, or any
 
20           foreign corporation, [foreign] partnership, [foreign]
 
21           limited liability company, or [foreign] limited
 
22           liability partnership authorized to transact business
 
23           in [the] this State, or any trade name, [service mark,
 

 
Page 77                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           or] trademark, or service mark registered in this
 
 2           State, or a name the exclusive right to which is, at
 
 3           the time, reserved[,] in this State, except that this
 
 4           provision shall not apply if the domestic or foreign
 
 5           limited liability partnership [applying for
 
 6           registration] files with the director either of the
 
 7           following:
 
 8           (A)  The written consent [of] from the entity or holder
 
 9                of [the registered or] a reserved or registered
 
10                name to use the same or substantially identical
 
11                name, and one or more words are added to make the
 
12                name distinguishable from the other name; or
 
13           (B)  A certified copy of a final decree of a court of
 
14                competent jurisdiction establishing the prior
 
15                right of the domestic or foreign limited liability
 
16                partnership to the use of the name in this State;
 
17                and
 
18      (2)  In the case of a foreign limited liability partnership,
 
19           is [not] transliterated into letters of the English
 
20           alphabet, if the name is not in English."
 
21      SECTION 57.  Section 425-169, Hawaii Revised Statutes, is
 
22 amended by amending subsection (a) to read as follows:
 

 
 
 
Page 78                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      "(a)  The director shall collect the following fees for
 
 2 documents filed under this part:
 
 3      (1)  For each change of partnership name or statement of
 
 4           dissolution filed, a fee of $5 per partner, subject to
 
 5           a maximum fee of $5,000;
 
 6      (2)  For each annual statement filed, a fee of $50;
 
 7      (3)  For each limited liability partnership registered, a
 
 8           fee of $100 for each partner, subject to a maximum fee
 
 9           of $10,000;
 
10      (4)  For each foreign limited liability partnership
 
11           registered, a fee of $1,000 if the partnership has
 
12           fewer than ten partners; $5,000 if the partnership has
 
13           ten or more but fewer than fifty partners; and $10,000
 
14           if the partnership has fifty or more partners;
 
15      (5)  For each reservation or transfer of limited liability
 
16           partnership name, a fee of $100;
 
17      (6)  For each certificate of correction or certificate of
 
18           amendment, a fee of $100;
 
19      (7)  For each certificate of good standing, a fee of $100;
 
20      (8)  For review of articles of conversion, a fee of $200;
 
21      (9)  For any other certificate, statement, or document, a
 
22           fee of $100; [and]
 

 
 
 
Page 79                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1     (10)  For each certification of domestic or foreign
 
 2           partnership, a fee of $100[.]; and
 
 3     (11)  Agent's statement of change of address, $100 for each
 
 4           affected foreign limited liability partnership;
 
 5           provided that if more than two hundred simultaneous
 
 6           filings are made, the fee shall be reduced to $1 for
 
 7           each affected foreign limited liability partnership."
 
 8      SECTION 58.  Section 425-171, Hawaii Revised Statutes, is
 
 9 amended by amending subsection (b) to read as follows:
 
10      "(b)  Within two years after the involuntary cancellation of
 
11 a domestic [or foreign] limited liability partnership under this
 
12 section, the registration statement of the domestic [or foreign]
 
13 limited liability partnership may be reinstated by the director
 
14 upon written application executed by any partner of the domestic
 
15 limited liability partnership setting forth such information as
 
16 the director may require, and the payment of all delinquent fees,
 
17 penalties, assessments, taxes, costs of involuntary cancellation,
 
18 and the filing of all statements due and unfiled.  Within the
 
19 applicable reinstatement period, should the name of the domestic
 
20 limited liability partnership, or a name substantially identical
 
21 thereto[,] be registered or reserved by another corporation,
 
22 partnership, limited liability company, or limited liability
 
23 partnership, or should such name or a name substantially
 

 
Page 80                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 identical thereto be registered as a trade name, trademark, or
 
 2 service mark, then reinstatement shall be allowed only upon the
 
 3 registration of a new name by the involuntarily canceled domestic
 
 4 limited liability partnership pursuant to the amendment
 
 5 provisions of this chapter."
 
 6      SECTION 59.  Section 425-172, Hawaii Revised Statutes, is
 
 7 amended by amending subsection (a) to read as follows:
 
 8      "(a)  Any foreign limited liability partnership that has
 
 9 registered under section 425-155 to transact business in this
 
10 State may withdraw and surrender its right to engage in business
 
11 within this State by securing from the director a certificate of
 
12 withdrawal.  Any such partnership shall file in the office of the
 
13 director an application for withdrawal, certified and signed by a
 
14 partner, that shall set forth:
 
15      (1)  The name of the foreign limited liability partnership,
 
16           and the jurisdiction in which, or in accordance with
 
17           the laws of which, it is formed;
 
18      (2)  That the foreign limited liability partnership is not
 
19           transacting business in this State;
 
20      (3)  That the foreign limited liability partnership
 
21           surrenders its authority to transact business in this
 
22           State;
 

 
 
 
Page 81                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (4)  That the foreign limited liability partnership revokes
 
 2           the authority of its registered agent in this State to
 
 3           accept service of process, and consents that service of
 
 4           process in any action, suit, or proceeding based upon
 
 5           any cause of action arising in this State during the
 
 6           time the partnership was authorized to transact
 
 7           business in this State may thereafter be made on the
 
 8           partnership by service thereof on the director;
 
 9     [(5)  The name and resident address of each partner resident
 
10           in Hawaii;
 
11      (6)] (5)  The dates that notice of the foreign limited
 
12           liability partnership's intent to withdraw from [the]
 
13           this State was published, once in each of four
 
14           successive weeks (four publications) in a newspaper of
 
15           general circulation published in [the] this State[.
 
16           The foreign limited liability partnership, with the
 
17           approval of the director, may omit the publication of
 
18           the notice if the partnership has insufficient assets
 
19           to pay for the publication;], or a statement that
 
20           publication was not made;
 
21     [(7)] (6)  That all taxes, debts, obligations, and
 
22           liabilities of the foreign limited liability
 
23           partnership in [the] this State have been paid and
 

 
Page 82                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           discharged or that adequate provision has been made
 
 2           therefor;
 
 3     [(8)] (7)  A mailing address to which the director may mail a
 
 4           copy of any process against the foreign limited
 
 5           liability partnership that may be served on the
 
 6           director; and
 
 7     [(9)] (8)  Additional information as may be necessary or
 
 8           appropriate to enable the director to determine and
 
 9           assess any unpaid fees payable by the foreign limited
 
10           liability partnership."
 
11      SECTION 60.  Section 425D-102, Hawaii Revised Statutes, is
 
12 amended to read as follows:
 
13      "§425D-102  Name.  (a)  The name of each limited partnership
 
14 as set forth in 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; or
 
18           (B)  The business of the limited partnership had been
 
19                carried on under that name before the admission of
 
20                that limited partner;
 
21      (2)  Shall not be the same as, or substantially identical
 
22           to, the name of any domestic corporation, [domestic]
 
23           partnership, [domestic] limited liability company, or
 

 
Page 83                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


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

 
Page 84                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (b)  The director may adopt, amend, and repeal such rules as
 
 2 may be necessary to carry out the purpose of this section."
 
 3      SECTION 61.  Section 425D-201, Hawaii Revised Statutes, is
 
 4 amended by amending subsection (a) to read as follows:
 
 5      "(a)  In order to form a limited partnership, a certificate
 
 6 of limited partnership [must] shall be executed and delivered to
 
 7 the office of the director for filing.  The certificate shall set
 
 8 forth:
 
 9      (1)  The name of the limited partnership;
 
10      (2)  The address of the principal office;
 
11      (3)  The name and the [residence] address of each general
 
12           partner;
 
13      (4)  The name and address of each limited partner;
 
14      (5)  The latest date upon which the limited partnership is
 
15           to dissolve; and
 
16      (6)  Any other matter the general partners determine to
 
17           include therein."
 
18      SECTION 62.  Section 425D-203, Hawaii Revised Statutes, is
 
19 amended by amending subsection (a) to read as follows:
 
20      "(a)  A certificate of limited partnership shall be canceled
 
21 upon the dissolution and the commencement of winding up of the
 
22 partnership or when there are no limited partners.  A certificate
 

 
 
 
Page 85                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 of cancellation shall be delivered to the director for filing and
 
 2 shall set forth:
 
 3      (1)  The name of the limited partnership;
 
 4      (2)  The date of filing of its certificate of limited
 
 5           partnership;
 
 6      (3)  The reason for filing the certificate of cancellation;
 
 7           and
 
 8      (4)  The effective date, which shall be a date and time
 
 9           certain, of cancellation, if it is not to be effective
 
10           upon the filing of the certificate[; and
 
11      (5)  Any other information the general partners filing the
 
12           certificate determine]."
 
13      SECTION 63.  Section 425D-203.5, Hawaii Revised Statutes, is
 
14 amended to read as follows:
 
15      "[[]§425D-203.5[]]  Annual statement.  (a)  Every limited
 
16 partnership shall file an annual statement on or before March 31
 
17 of each year as of December 31 of the preceding year containing
 
18 the following information:
 
19      (1)  The name of the limited partnership;
 
20      (2)  The name and [residence] address of each general
 
21           partner;
 
22      (3)  The name and address of each limited partner;
 
23     [(4)  The nature of the limited partnership business;
 

 
Page 86                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (5)] (4)  The location of the principal place of business of
 
 2           the limited partnership in this State; and
 
 3     [(6)] (5)  The fact that none of the partners is either a
 
 4           minor or an incompetent person.
 
 5      (b)  Each annual statement shall be certified as correct by
 
 6 any general partner."
 
 7      SECTION 64.  Section 425D-902, Hawaii Revised Statutes, is
 
 8 amended to read as follows:
 
 9      "§425D-902  Registration.  Before transacting business in
 
10 this State, a foreign limited partnership shall register with the
 
11 director.  In order to register, a foreign limited partnership
 
12 shall submit to the director an application for registration as a
 
13 foreign limited partnership, certified and signed by a general
 
14 partner and setting forth:
 
15      (1)  The name of the foreign limited partnership;
 
16      (2)  The state and date of its formation;
 
17      (3)  The name and street address of any qualified agent for
 
18           service of process on the foreign limited partnership
 
19           whom the foreign limited partnership elects to appoint;
 
20           the agent [must] shall be an individual resident of
 
21           this State or a domestic corporation;
 
22      (4)  The address of the office required to be maintained in
 
23           the state of its organization by the laws of that state
 

 
Page 87                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           or, if not so required, of the principal office of the
 
 2           foreign limited partnership;
 
 3      (5)  The name and [residence] address of each general
 
 4           partner; and
 
 5      (6)  The address of the office at which is kept a list of
 
 6           the names and addresses of the limited partners and
 
 7           their capital contributions, together with a written
 
 8           commitment on the part of the foreign limited
 
 9           partnership that it will keep those records until the
 
10           registration of the foreign limited partnership in this
 
11           State is canceled or withdrawn."
 
12      SECTION 65.  Section 425D-904, Hawaii Revised Statutes, is
 
13 amended by amending subsection (a) to read as follows:
 
14      "(a)  No registration for a foreign limited partnership
 
15 shall be accepted by the director [if] unless the name of such
 
16 foreign limited partnership:
 
17      (1)  Is not the same as, or substantially identical to, the
 
18           name of any domestic corporation, [domestic]
 
19           partnership, [domestic] limited liability company, or
 
20           [domestic] limited liability partnership existing or
 
21           registered [to do business] under the laws of this
 
22           State, or any foreign corporation, [foreign]
 
23           partnership, [foreign] limited liability company, or
 

 
Page 88                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           [foreign] limited liability partnership authorized to
 
 2           transact business in this State, or any trade name,
 
 3           [service mark, or] trademark, or service mark
 
 4           registered in this State, or a name the exclusive right
 
 5           to which is, at the time, reserved[,] in this State,
 
 6           except that this provision shall not apply if the
 
 7           foreign limited partnership [applying for registration]
 
 8           files with the director either of the following:
 
 9           (A)  The written consent [of] from the entity or holder
 
10                of [the registered or] a reserved or registered
 
11                name to use the same or substantially identical
 
12                name, and one or more words are added to make the
 
13                name distinguishable from the other name; or
 
14           (B)  A certified copy of a final decree of a court of
 
15                competent jurisdiction establishing the prior
 
16                right of the foreign limited partnership to the
 
17                use of the name in this State; and
 
18      (2)  Is [not] transliterated into letters of the English
 
19           alphabet, if the name is not in English."
 
20      SECTION 66.  Section 425D-906, Hawaii Revised Statutes, is
 
21 amended by amending subsection (a) to read as follows:
 
22      "(a)  A foreign limited partnership registered to transact
 
23 business in this State may withdraw from the State upon procuring
 

 
Page 89                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 from the director a certificate of withdrawal.  In order to
 
 2 procure a certificate of withdrawal, the foreign limited
 
 3 partnership shall deliver to the director an application for
 
 4 withdrawal, certified and signed by a general partner, which
 
 5 shall set forth:
 
 6      (1)  The name of the foreign limited partnership and the
 
 7           state or country under the laws of which it is formed;
 
 8      (2)  That the foreign limited partnership is not transacting
 
 9           business in this State;
 
10      (3)  That the foreign limited partnership surrenders its
 
11           authority to transact business in this State;
 
12      (4)  That the foreign limited partnership revokes the
 
13           authority of its registered agent in this State to
 
14           accept service of process and consents that service of
 
15           process in any action, suit, or proceeding based upon
 
16           any cause of action arising in this State during the
 
17           time the partnership was authorized to transact
 
18           business in this State may thereafter be made on the
 
19           partnership by service thereof on the director;
 
20      (5)  The name and [residence] address of each general
 
21           partner;
 
22      (6)  The dates that notice of the foreign limited
 
23           partnership's intent to withdraw from [the] this State
 

 
Page 90                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           was published, once in each of four successive weeks
 
 2           (four publications) in a newspaper of general
 
 3           circulation published in [the] this State[.  The
 
 4           foreign limited partnership, with the approval of the
 
 5           director, may omit the publication of the notice if the
 
 6           partnership has insufficient assets to pay for the
 
 7           publication;], or a statement that publication was not
 
 8           made;
 
 9      (7)  That all taxes, debts, obligations, and liabilities of
 
10           the foreign limited partnership in [the] this State
 
11           have been paid and discharged or that adequate
 
12           provision has been made therefor;
 
13      (8)  A mailing address to which the director may mail a copy
 
14           of any process against the foreign limited partnership
 
15           that may be served on the director; and
 
16      (9)  Such additional information as may be necessary or
 
17           appropriate in order to enable the director to
 
18           determine and assess any unpaid fees payable by the
 
19           foreign limited partnership."
 
20      SECTION 67.  Section 425D-906.5, Hawaii Revised Statutes, is
 
21 amended to read as follows:
 
22      "[[]§425D-906.5[]]  Annual statement.  (a)  Every foreign
 
23 limited partnership registered in this State shall file an annual
 

 
Page 91                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 statement on or before March 31 of each year as of December 31 of
 
 2 the preceding year containing the following information:
 
 3      (1)  The name of the limited partnership;
 
 4      (2)  The name and [residence] address of each general
 
 5           partner;
 
 6      (3)  The name and address of each limited partner;
 
 7     [(4)  The nature of the limited partnership business;
 
 8      (5)] (4)  The name of the jurisdiction where the limited
 
 9           partnership was formed and the location of the
 
10           principal place of business of the partnership; and
 
11     [(6)] (5)  The fact that none of the partners is either a
 
12           minor or incompetent.
 
13      (b)  Each annual statement shall be certified as correct by
 
14 any general partner."
 
15      SECTION 68.  Section 425D-1107, Hawaii Revised Statutes, is
 
16 amended by amending subsection (a) to read as follows:
 
17      "(a)  The following fees shall be paid to the director upon
 
18 the filing of limited partnership documents:
 
19      (1)  Certificate of limited partnership, $50;
 
20      (2)  Any certificate of amendment, restatement, or
 
21           correction, $20;
 
22      (3)  Certificate of cancellation, $20;
 

 
 
 
Page 92                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (4)  Annual statement for domestic or foreign limited
 
 2           partnership, $10;
 
 3      (5)  Any other certificate or document of domestic or
 
 4           foreign limited partnership, $20;
 
 5      (6)  Application for registration as a foreign limited
 
 6           partnership, $100;
 
 7      (7)  Any certificate of amendment or agent change for
 
 8           foreign limited partnership, $20;
 
 9      (8)  Application for certificate of withdrawal of foreign
 
10           limited partnership, $20;
 
11      (9)  Reservation of name, $20;
 
12     (10)  Transfer of reservation of name, $20;
 
13     (11)  Good standing certificate, $20;
 
14     (12)  Filing articles of conversion, $200;
 
15     (13)  Special handling fee for review of articles of
 
16           conversion, $150;
 
17     (14)  Special handling fee for review of any limited
 
18           partnership document, $50;
 
19     (15)  Special handling fee for certificates issued by the
 
20           director, $20 per certificate; [and]
 
21     (16)  Special handling fee for certification of documents, $1
 
22           per page[.]; and
 

 
 
 
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 1     (17)  Agent's statement of change of address, $20 for each
 
 2           affected foreign limited partnership; provided that if
 
 3           more than two hundred simultaneous filings are made,
 
 4           the fee shall be reduced to $1 for each affected
 
 5           foreign limited partnership."
 
 6      SECTION 69.  Section 428-105, Hawaii Revised Statutes, is
 
 7 amended by amending subsection (b) to read as follows:
 
 8      "(b)  Except as authorized by subsections (c) and (d), the
 
 9 name of a limited liability company [must] shall not be the same
 
10 as, or substantially identical to:
 
11      (1)  The name of any domestic corporation, partnership,
 
12           limited liability company, or limited liability
 
13           partnership existing or registered under the laws of
 
14           this State;
 
15      (2)  The name of any foreign corporation, [foreign]
 
16           partnership, [foreign] limited liability company, or
 
17           [foreign] limited liability partnership authorized to
 
18           transact business in this State;
 
19      (3)  A name the exclusive right to which is reserved under
 
20           the laws of this State;
 
21      (4)  A fictitious name approved under section 428-1005 for a
 
22           foreign limited liability company authorized to
 

 
 
 
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                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           transact business in this State because its real name
 
 2           is unavailable; or
 
 3      (5)  Any trade name, [service mark, or] trademark, or
 
 4           service mark registered in this State."
 
 5      SECTION 70.  Section 428-203, Hawaii Revised Statutes, is
 
 6 amended by amending subsection (a) to read as follows:
 
 7      "(a)  Articles of organization of a limited liability
 
 8 company [must] shall set forth:
 
 9      (1)  The name of the company;
 
10      (2)  The street address of the initial designated office, or
 
11           if no street address is available, the rural post
 
12           office number or post office box designated or made
 
13           available by the United States Postal Service;
 
14      (3)  The name and street address of the initial agent for
 
15           service of process;
 
16      (4)  The name and address of each organizer;
 
17      (5)  Whether the duration of the company is for a specified
 
18           term and, if so, the period specified;
 
19      (6)  Whether the company is to be manager-managed, and:
 
20           (A)  If so, the name and [residence street] address of
 
21                each initial manager, [or if no street address is
 
22                available, the rural post office number or post
 
23                office box designated or made available by the
 

 
Page 95                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1                United States Postal Service,] and the number of
 
 2                initial members; or
 
 3           (B)  If not, the name and [residence street] address of
 
 4                each initial member[, or if no street address is
 
 5                available, the rural post office number or post
 
 6                office box designated or made available by the
 
 7                United States Postal Service]; and
 
 8      (7)  Whether the members of the company are to be liable for
 
 9           its debts and obligations under section 428-303(c)."
 
10      SECTION 71.  Section 428-204, Hawaii Revised Statutes, is
 
11 amended to read as follows:
 
12      "[[]§428-204[]  Amendment or restatement of articles of
 
13 organization. (a)  Articles] Articles of amendment.  A limited
 
14 liability company may amend its articles of organization [of a
 
15 limited liability company may be amended at any] from time [by
 
16 delivering articles of amendment to the director for filing.] to
 
17 time, in any and in as many respects as may be desired, so long
 
18 as its articles of organization as amended contain only those
 
19 provisions which may be lawfully contained in original articles
 
20 of organization at the time of making the amendment.  The
 
21 articles of amendment shall [contain the following:] be delivered
 
22 to the director for filing and shall set forth:
 
23      (1)  The name of the limited liability company; and
 

 
Page 96                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (2)  The amendment to the articles of organization,
 
 2           referencing specifically the provisions being amended.
 
 3      [(b)  A limited liability company at any time may restate
 
 4 its articles of organization as theretofore amended.  Restated
 
 5 articles of organization shall be signed and filed in the same
 
 6 manner as articles of amendment.  Restated articles of
 
 7 organization shall set forth all of the operative provisions of
 
 8 the articles of organization as theretofore amended, together
 
 9 with a statement that, except for the amendments specifically
 
10 referenced therein, the restated articles of organization
 
11 correctly set forth without change the corresponding provisions
 
12 of the articles of organization as theretofore amended, and that
 
13 the restated articles of organization supersede the original
 
14 articles of organization and all amendments thereto.]"
 
15      SECTION 72.  Section 428-204.5, Hawaii Revised Statutes, is
 
16 amended by amending subsection (a) to read as follows:
 
17      "(a)  A limited liability company may at any time [may]
 
18 amend and restate its articles of organization by complying with
 
19 the procedures and requirements of [section] sections 428-204[.]
 
20 and 428-   ."
 
21      SECTION 73.  Section 428-210, Hawaii Revised Statutes, is
 
22 amended by amending subsection (a) to read as follows:
 

 
 
 
Page 97                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      "(a)  Each limited liability company and each foreign
 
 2 limited liability company authorized to transact business in this
 
 3 State shall deliver to the director for filing an annual report
 
 4 that sets forth:
 
 5      (1)  The name of the company and the state or country under
 
 6           whose law it is organized;
 
 7      (2)  The street address of its designated office and the
 
 8           name and street address of its agent for service of
 
 9           process in this State, provided that if no street
 
10           address is available the rural post office number or
 
11           post office box designated or made available by the
 
12           United States Postal Service;
 
13      (3)  The street address of its principal office, or if no
 
14           street address is available, the rural post office
 
15           number or post office box designated or made available
 
16           by the United States Postal Service; and
 
17      (4)  Whether the company is manager-managed, and:
 
18           (A)  If so, the name and [residence street] address of
 
19                each manager, [or if no street address is
 
20                available, the rural post office number or post
 
21                office box designated or made available by the
 
22                United States Postal Service,] and the number of
 
23                members; or
 

 
Page 98                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           (B)  If not, the name and [residence street] address of
 
 2                each member[, or if no street address is
 
 3                available, the rural post office number or post
 
 4                office box designated or made available by the
 
 5                United States Postal Service]."
 
 6      SECTION 74.  Section 428-805, Hawaii Revised Statutes, is
 
 7 amended by amending subsection (a) to read as follows:
 
 8      "(a)  At any time after dissolution and winding up, and when
 
 9 all debts, liabilities, and obligations of the limited liability
 
10 company have been paid and discharged, or adequate provision has
 
11 been made therefor, and all remaining property and assets of the
 
12 limited liability company, if any, have been distributed to its
 
13 members, a limited liability company may terminate its existence
 
14 by delivering for filing with the director articles of
 
15 termination stating:
 
16      (1)  The name of the company;
 
17      (2)  The dates the notice of intent to terminate was
 
18           published pursuant to section 428-808 and the name of
 
19           the newspaper publishing the notice[;], or a statement
 
20           that publication was not made;
 
21      (3)  That all debts, obligations, and liabilities of the
 
22           limited liability company have been paid and discharged
 
23           or that adequate provision has been made therefor;
 

 
Page 99                                                    2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (4)  That all of the remaining property and assets of the
 
 2           limited liability company, if any, have been
 
 3           distributed among its members in accordance with their
 
 4           respective rights and interests;
 
 5      (5)  That there are no suits pending against the limited
 
 6           liability company in any court, or that adequate
 
 7           provision has been made for the satisfaction of any
 
 8           judgment, order, or decree which may be entered against
 
 9           it in any pending suit; and
 
10      (6)  That the company's business has been wound up and the
 
11           legal existence of the company has been terminated."
 
12      SECTION 75.  Section 428-807, Hawaii Revised Statutes, is
 
13 amended by amending subsection (b) to read as follows:
 
14      "(b)  A dissolved limited liability company shall notify its
 
15 known claimants in writing of the intent to terminate [within
 
16 thirty days from the first publication of the notice of intent to
 
17 terminate published pursuant to section 428-808].  The notice
 
18 shall:
 
19      (1)  Specify the information required to be included in a
 
20           claim;
 
21      (2)  Provide a mailing address where the claim is to be
 
22           sent;
 

 
 
 
Page 100                                                   2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (3)  State the deadline for receipt of the claim, which may
 
 2           not be less than one hundred twenty days after the date
 
 3           the written notice is received by the claimant; and
 
 4      (4)  State that the claim will be barred if not received by
 
 5           the deadline."
 
 6      SECTION 76.  Section 428-808, Hawaii Revised Statutes, is
 
 7 amended by amending subsection (a) to read as follows:
 
 8      "(a)  A dissolved limited liability company that intends to
 
 9 terminate [shall] may publish notice of its intent to terminate
 
10 and request persons having claims against the company to present
 
11 them in accordance with the notice[; provided that a dissolved
 
12 limited liability company, with the approval of the director, may
 
13 omit the publication of the notice if the limited liability
 
14 company has insufficient assets to pay for publication]."
 
15      SECTION 77.  Section 428-810, Hawaii Revised Statutes, is
 
16 amended by amending subsections (a), (b), and (c) to read as
 
17 follows:
 
18      "(a)  If the director determines that a ground exists to
 
19 terminate administratively[,] a limited liability company, the
 
20 director may declare the company terminated.  Before the director
 
21 declares a limited liability company terminated, the director
 
22 shall mail a notice of the grounds for termination to the company
 
23 and [shall publish] may give public notice of the intention to
 

 
Page 101                                                   2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 terminate the limited liability company [once in each of three
 
 2 successive weeks (three publications) in a newspaper of general
 
 3 circulation in this State].
 
 4      (b)  If the company does not correct each ground for
 
 5 termination or demonstrate to the reasonable satisfaction of the
 
 6 director that each ground determined by the director does not
 
 7 exist within sixty days after mailing of the notice [and the last
 
 8 publication date of the notice] of intention to terminate the
 
 9 limited liability company, the director shall administratively
 
10 terminate the company by signing a decree of termination that
 
11 recites the ground or grounds for termination and its effective
 
12 date.
 
13      (c)  A company administratively terminated continues its
 
14 existence temporarily but may carry on only business necessary to
 
15 wind up and liquidate its business and affairs under section
 
16 428-802 and to notify claimants under [sections] section 428-807
 
17 [and 428-808].  The company ceases existence upon the completion
 
18 of these matters."
 
19      SECTION 78.  Section 428-905, Hawaii Revised Statutes, is
 
20 amended by amending subsections (a) and (b) to read as follows:
 
21      "(a)  After approval of the plan of merger under section
 
22 428-904(c) [and compliance with section 428-908, if applicable],
 
23 unless the merger is abandoned under section 428-904(d), articles
 

 
Page 102                                                   2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1 of merger shall be signed on behalf of each limited liability
 
 2 company and each other entity that is a party to the merger and
 
 3 delivered to the director for filing.  The articles shall set
 
 4 forth and contain:
 
 5      (1)  The name and jurisdiction of formation or organization
 
 6           of each of the entities that are parties to the
 
 7           merger[;], and the name, address, and jurisdiction of
 
 8           organization of the limited liability company into
 
 9           which they propose to merge, which is hereinafter
 
10           designated as the surviving company;
 
11      (2)  A statement that the plan of merger was approved by
 
12           each entity that is a party to the merger;
 
13      (3)  As to each entity, the total authorized votes and the
 
14           number voted for and against the plan;
 
15      (4)  [The name and address of the surviving company;] A
 
16           statement indicating the changes in the articles of
 
17           organization of the surviving company to be effected by
 
18           the merger;
 
19      (5)  The effective date and time of the merger, which shall
 
20           be not earlier than the date and time of filing of the
 
21           articles of merger and not later than thirty days after
 
22           the filing of the articles of merger; and
 

 
 
 
Page 103                                                   2483
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 1      (6)  If the surviving [entity] company is a foreign limited
 
 2           liability company, it shall file with the director:
 
 3           (A)  An agreement that the surviving [entity] company
 
 4                may be served with process in this State in any
 
 5                action or proceeding for the enforcement of any
 
 6                liability or obligation of any entity previously
 
 7                subject to suit in this State which is to merge;
 
 8           (B)  An irrevocable appointment of a resident of this
 
 9                State [including the street address,] as its agent
 
10                to accept service of process in any such
 
11                proceeding, and include the resident's street
 
12                address in this State; and
 
13           (C)  An agreement for the enforcement, as provided in
 
14                this chapter, of the right of any dissenting
 
15                member, shareholder, or partner to receive payment
 
16                for their interest against the surviving [entity;
 
17                and
 
18      (7)  A statement of compliance with section 428-908, if
 
19           applicable.] company. 
 
20      (b)  If a foreign limited liability company is the surviving
 
21 [entity] company of a merger, it shall not do business in this
 
22 State until an application for that authority is filed with the
 
23 director."
 

 
Page 104                                                   2483
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 1      SECTION 79.  Section 428-1002, Hawaii Revised Statutes, is
 
 2 amended by amending subsection (a) to read as follows:
 
 3      "(a)  A foreign limited liability company may apply for a
 
 4 certificate of authority to transact business in this State by
 
 5 delivering an application to the director for filing.  The
 
 6 application shall set forth:
 
 7      (1)  The name of the foreign limited liability company or,
 
 8           if its name is unavailable for use in this State, a
 
 9           name that satisfies the requirements of section
 
10           428-1005;
 
11      (2)  The name of the state or country under whose law it is
 
12           organized;
 
13      (3)  The street address of its principal office, or if no
 
14           street address is available, the rural post office
 
15           number or post office box designated or made available
 
16           by the United States Postal Service, and a
 
17           representation and warranty that a list of the names of
 
18           and addresses of all members and their respective
 
19           capital contributions are kept and will be kept at this
 
20           principal office until cancellation, in accordance with
 
21           section 428-1007, of the foreign limited liability
 
22           company's authority to transact business in this State;
 

 
 
 
Page 105                                                   2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (4)  The street address of its initial designated office in
 
 2           this State or if no street address is available, the
 
 3           rural post office number or post office box designated
 
 4           or made available by the United States Postal Service;
 
 5      (5)  The name and street address of its initial agent for
 
 6           service of process in this State;
 
 7      (6)  Whether the duration of the company is for a specified
 
 8           term and, if so, the period specified;
 
 9      (7)  Whether the company is manager-managed, and:
 
10           (A)  If so, the name and [residence street] address of
 
11                each manager[, or if no street address is
 
12                available, the rural post office number or post
 
13                office box designated or made available by the
 
14                United States Postal Service]; or
 
15           (B)  If not, the name and [residence street] address of
 
16                each member[, or if no street address is
 
17                available, the rural post office number or post
 
18                office box designated or made available by the
 
19                United States Postal Service];
 
20      (8)  Whether the members of the company are to be liable for
 
21           its debts and obligations under a provision similar to
 
22           section 428-303(c); and
 

 
 
 
Page 106                                                   2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (9)  Any additional information as may be necessary or
 
 2           appropriate to enable the director to determine whether
 
 3           the foreign limited liability company is entitled to
 
 4           obtain authority to transact business in this State."
 
 5      SECTION 80.  Section 428-1005, Hawaii Revised Statutes, is
 
 6 amended by amending subsection (b) to read as follows:
 
 7      "(b)  Except as authorized by subsections (c) and (d), the
 
 8 name, including a fictitious name, of a foreign limited liability
 
 9 company shall not be the same as, or substantially identical to:
 
10      (1)  The name of any domestic corporation, partnership,
 
11           limited liability company, or limited liability
 
12           partnership existing or registered under the laws of
 
13           this State;
 
14      (2)  The name of any foreign corporation, [foreign]
 
15           partnership, [foreign] limited liability company, or
 
16           [foreign] limited liability partnership authorized to
 
17           transact business in this State;
 
18      (3)  A name[,] the exclusive right to which is reserved
 
19           under the laws of this State;
 
20      (4)  The fictitious name of another foreign limited
 
21           liability company authorized to transact business in
 
22           this State; or
 

 
 
 
Page 107                                                   2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (5)  Any trade name, [service mark, or] trademark, or
 
 2           service mark registered in this State."
 
 3      SECTION 81.  Section 428-1007, Hawaii Revised Statutes, is
 
 4 amended to read as follows:
 
 5      "§428-1007  Cancellation of authority.(a)  A foreign
 
 6 limited liability company may cancel its authority to transact
 
 7 business in this State by obtaining a certificate of
 
 8 cancellation.  Cancellation does not terminate the authority of
 
 9 the director to accept service of process on the company for
 
10 claims for relief arising out of the transactions of business in
 
11 this State.  In order to obtain a certificate of cancellation,
 
12 the foreign limited liability company shall deliver to the
 
13 director for filing an application for cancellation, which shall
 
14 set forth:
 
15      (1)  The name and jurisdiction of formation or organization
 
16           of the foreign limited liability company;
 
17      (2)  A statement that the foreign limited liability company
 
18           is not transacting business in this State;
 
19      (3)  A statement that the foreign limited liability company
 
20           surrenders its authority to transact business in this
 
21           State;
 
22      (4)  A statement that the foreign limited liability company
 
23           revokes the authority of its agent for service of
 

 
Page 108                                                   2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           process in this State and consents that the service of
 
 2           process for any claim for relief arising out of the
 
 3           transactions of business in this State may be made on
 
 4           such foreign limited liability company by service upon
 
 5           the director;
 
 6      (5)  The address to which a person may mail a copy of any
 
 7           process against the foreign limited liability company;
 
 8      (6)  The dates the notice of cancellation was published
 
 9           pursuant to subsection (b) and the name of the
 
10           newspaper publishing the notice[;], or a statement that
 
11           publication was not made; and
 
12      (7)  A statement that all taxes, debts, obligations, and
 
13           liabilities of the foreign limited liability company in
 
14           this State have been paid and discharged or that
 
15           adequate provision has been made therefor.
 
16      (b)  A foreign limited liability company intending to cancel
 
17 its authority to transact business in this State [shall] may
 
18 publish notice of its cancellation and request persons having
 
19 claims against the company to present them in accordance with the
 
20 notice.  The notice shall:
 
21      (1)  Be published at least once in each of four successive
 
22           weeks (four publications) in a newspaper of general
 
23           circulation in this State; and
 

 
Page 109                                                   2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (2)  Describe the information required to be contained in a
 
 2           claim and provide a mailing address where the claim may
 
 3           be sent.
 
 4      (c)  After the filing of the application for cancellation,
 
 5 the director shall issue a certificate of cancellation which
 
 6 shall be effective as of the date of the filing of the
 
 7 application for cancellation, and the authority of the foreign
 
 8 limited liability company to transact business in this State
 
 9 shall cease.
 
10      [(d)  A cancellation does not terminate the authority of the
 
11 director to accept service of process on a foreign limited
 
12 liability company with respect to causes of action arising out of
 
13 the transaction of business in this State.
 
14      (e)  The foreign limited liability company, with the
 
15 approval of the director, may omit the publication of the notice
 
16 if the foreign limited liability company has insufficient assets
 
17 to pay for the publication.]"
 
18      SECTION 82.  Section 428-1301, Hawaii Revised Statutes, is
 
19 amended by amending subsection (a) to read as follows:
 
20      "(a)  The following fees shall be paid to the director upon
 
21 the filing and issuance of records under this chapter:
 
22      (1)  Articles of organization, $100;
 
23      (2)  Articles of amendment, $50;
 

 
Page 110                                                   2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (3)  Restated articles of organization, $50;
 
 2      (4)  Articles of merger or conversion, $200;
 
 3      (5)  Statement of dissociation, $50;
 
 4      (6)  Articles of termination, $50;
 
 5      (7)  Application for reinstatement for administratively
 
 6           terminated limited liability company, $50;
 
 7      (8)  Annual report, $25;
 
 8      (9)  Statement of change of designated office or agent for
 
 9           service of process, or both, for limited liability
 
10           company or foreign limited liability company, $50;
 
11     (10)  [Statement of resignation of agent for service of
 
12           process, $50;]  Agent's statement of change of address,
 
13           $50 for each affected domestic limited liability
 
14           company or foreign limited liability company; provided
 
15           that if more than two hundred simultaneous filings are
 
16           made, the fee shall be reduced to $1 for each affected
 
17           domestic limited liability company or foreign limited
 
18           liability company;
 
19     (11)  Any other statement or document of a domestic or
 
20           foreign limited liability company, $50;
 
21     (12)  Application for certificate of authority for foreign
 
22           limited liability company, $100;
 

 
 
 
Page 111                                                   2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1     (13)  Application for cancellation of authority of foreign
 
 2           limited liability company, $50;
 
 3     (14)  Reservation of name, $25;
 
 4     (15)  Good standing certificate, $25;
 
 5     (16)  Any other record not otherwise covered in this part,
 
 6           $50;
 
 7     (17)  Certified copy of any record relating to a limited
 
 8           liability company or foreign limited liability company,
 
 9           25 cents per page, and $10 for the certificate and
 
10           affixing the seal thereto;
 
11     (18)  Special handling fee for review of any record other
 
12           than articles of merger or conversion, $80;
 
13     (19)  Special handling fee for review of articles of merger
 
14           or conversion, $200;
 
15     (20)  Special handling fee for certificate issued by the
 
16           director not otherwise covered by this [part,] section,
 
17           $10 per certificate;
 
18     (21)  Special handling fee for certification of record, $1
 
19           per page; and
 
20     (22)  Any service of notice, demand, or process upon the
 
21           director as agent for service of process of a limited
 
22           liability company or foreign limited liability company,
 
23           $50, which amount may be recovered as taxable costs by
 

 
Page 112                                                   2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1           the party to the suit or action causing such service to
 
 2           be made if such party prevails in the suit or action."
 
 3      SECTION 83.  Section 482-4, Hawaii Revised Statutes, is
 
 4 amended by amending subsection (a) to read as follows:
 
 5      "(a)  It shall be unlawful for any person to adopt or use a
 
 6 print, label, trademark, service mark, or trade name which is
 
 7 identical to or confusingly similar with any registered print,
 
 8 label, trademark, service mark, or trade name, or the name of any
 
 9 [partnership,] corporation, partnership, limited liability
 
10 company, or limited liability partnership existing or registered,
 
11 or authorized to transact business, in accordance with the laws
 
12 of this State, on [partnerships,] corporations, partnerships,
 
13 limited liability companies, or limited liability
 
14 partnerships[.], or a name the exclusive right to which is, at
 
15 the time, reserved in this State."
 
16      SECTION 84.  Section 428-908, Hawaii Revised Statutes, is
 
17 repealed.
 
18      ["428-908  Notice of conversion or merger of partnership or
 
19 limited partnership.  A partnership or limited partnership which
 
20 intends to be converted to a limited liability company pursuant
 
21 to section 428-903 or that intends to be party to a merger into a
 
22 limited liability company pursuant to sections 428-905 to 428-
 
23 907, shall:
 

 
Page 113                                                   2483
                                     H.B. NO.           H.D.1
                                                        
                                                        


 1      (1)  Publish, once in each of three successive weeks (three
 
 2           publications) in a newspaper of general circulation
 
 3           published in the State, notice thereof to the public;
 
 4           and
 
 5      (2)  Make reasonable efforts to give notice thereof in a
 
 6           reasonable manner to persons with whom the partnership
 
 7           or limited partnership expects to have a continuing
 
 8           business relationship as of the time of the conversion
 
 9           or merger.  A partnership or limited partnership which
 
10           determines in a reasonable manner the persons to whom
 
11           such notice is given shall be in compliance with this
 
12           section even if notice is not received by all persons
 
13           with whom the partnership or limited partnership
 
14           conducted business prior to the conversion or merger or
 
15           by all persons with whom the limited liability conducts
 
16           business after the conversion."]
 
17      SECTION 85.  Statutory material to be repealed is bracketed.
 
18 New statutory material is underscored.
 
19      SECTION 86.  This Act shall take effect July 2, 2000.