Makes housekeeping amendments to conform limited liability partnership law to uniform laws. (SD1)

A BILL FOR AN ACT

SECTION 1. Section 425-151, Hawaii Revised Statutes, is amended to read as follows:

"[[]§425-151[]] Name. The name of a limited liability partnership shall [end with] contain "Registered Limited Liability Partnership"[,] or "Limited Liability Partnership", or the abbreviation "R.L.L.P.", "L.L.P.", "RLLP", or "LLP"."

SECTION 2. Section 425-154, Hawaii Revised Statutes, is amended to read as follows:

"[[]§425-154[] Amendment of] Correcting, amending and restating, amending, restating, the statement of qualification[.]; voluntary cancellation. (a) If any statement in the statement of qualification was false when made, or any arrangement of other facts described have changed, making the statement inaccurate in any material respect, the limited liability partnership, within thirty days after it becomes aware of the inaccuracy, shall file with the director [a statement] articles of correction certified and signed by a partner, correcting the statement of qualification. The articles of correction shall:

Articles of correction are effective on the effective date of the document they correct, except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. No person shall have any liability resulting from a failure to file [an amendment] articles of correction to a statement of qualification pursuant to this subsection.

(b) A statement of qualification may be amended and restated at any time for any proper purpose determined by the partners. The amended and restated statement of qualification shall set forth:

(c) A statement of qualification shall be amended by delivering a statement of amendment of limited liability partnership to the director for filing. The statement of amendment shall set forth:

(d) A restated statement of qualification may be executed

and filed in the same manner as a statement of amendment. [The

provisions of the statement as amended.] The restated statement of qualification shall set forth all of the operative provisions of the statement of qualification as theretofore amended, together with a statement that the restated statement of qualification correctly sets forth without change the corresponding provisions of the statement of qualification as theretofore amended, and that the restated statement of qualification supersedes the original statement of qualification and all amendments thereto. The director may certify the restated statement of qualification currently in effect, without including the information required to be set forth in the restatement by subsection (d).

(e) An [amendment to a] amended, restated, or amended and restated statement of qualification [or restated statement of qualification] shall be effective when filed.

(f) A limited liability partnership validly created under this chapter may voluntarily cancel its limited liability status in an amendment to a statement of qualification."

SECTION 3. Section 425-155, Hawaii Revised Statutes, is amended to read as follows:

"[[]§425-155[]] Status as limited liability partnership; cancellation. (a) The status of a partnership as a limited liability partnership shall be effective upon the filing of the

statement of qualification.

(b) Status as a limited liability partnership shall continue, regardless of changes in the partnership, until canceled pursuant to section 425-14 [or], revoked pursuant to [[]section[]] 425-164[.], or voluntarily canceled pursuant to section 425-154. Cancellation of a statement of qualification [is] shall be effective upon filing.

(c) The status of a partnership as a limited liability partnership and the liability of its partners shall not be affected by errors in or amendments made to the information required to be contained in the statement of qualification under section 425-153."

SECTION 4. Section 425-156, Hawaii Revised Statutes, is amended to read as follows:

"[[]§425-156[]] Foreign limited liability partnerships. (a) Before transacting business in this State, a foreign limited liability partnership shall register pursuant to part I of this chapter [and], file a statement of foreign qualification with the director[.], and submit a certificate of good standing from the state under which the partnership was formed.

(b) A foreign limited liability partnership shall not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this State."

SECTION 5. Section 425-158, Hawaii Revised Statutes, is amended to read as follows:

"[[]§425-158[]] Statement of foreign qualification. (a) A statement of foreign qualification shall contain:

(b) The agent of a foreign limited liability partnership for service of process shall be an individual who is a resident of this State or other person qualified or registered with the director to do business in the State."

SECTION 6. Section 425-159, Hawaii Revised Statutes, is amended to read as follows:

"[[]§425-159[]] [Amendment of] Correcting, amending, restating, amending and restating the statement of foreign qualification[.]; voluntary cancellation. [[(a)] If any statement in the statement of foreign qualification was false when made or any arrangement of other facts described have changed making the statement inaccurate in any material respect, the foreign limited liability partnership, within thirty days after it becomes aware of the inaccuracy, shall file with the director a statement, certified and signed by a partner, correcting the statement of foreign qualification. No person shall have any liability resulting from a failure to file an amendment to a restatement of foreign qualification pursuant to this subsection.

(b) A statement of foreign qualification may be amended at any time for any purpose determined by the partners.

(c) A statement of foreign qualification shall be amended by delivering a statement of amendment of foreign limited liability partnership to the director for filing. The statement shall set forth:

(d) A restated statement of foreign qualification may be executed and filed in the same manner as a statement of amendment. The restated statement shall set forth all of the operative provisions of the statement as amended.

(e) The amendment to a statement of foreign qualification or restated statement of foreign qualification shall be effective when filed.] (a) A foreign limited liability partnership shall correct, amend, restate, and amend and restate the statement of qualification in the same manner prescribed for domestic limited liability partnerships in section 425-154.

(b) A foreign limited liability partnership validly elected under this chapter may voluntarily cancel its limited liability status in an amendment to a statement of qualification."

SECTION 7. Statutory material to be repealed is bracketed and stricken. New statutory material is underscored.

SECTION 8. This Act shall take effect on July 1, 2001.