2010 Hawaii Code
DIVISION 2. BUSINESS
TITLE 23. CORPORATIONS AND PARTNERSHIPS
414. Hawaii Business Corporation Act
§414-32 Articles of incorporation.

§414-32 Articles of incorporation. (a) The articles of incorporation shall set forth:

(1) A corporate name for the corporation that satisfies the requirements of section 414-51;

(2) The number of shares the corporation is authorized to issue;

(3) The mailing address of the corporation's initial principal office and the information required by section 425R-4(a); and

(4) The name and address of each incorporator.

(b) The articles of incorporation may set forth:

(1) The names and addresses of the individuals who are to serve as the initial directors;

(2) Provisions not inconsistent with law regarding:

(A) The purpose or purposes for which the corporation is organized;

(B) Managing the business and regulating the affairs of the corporation;

(C) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;

(D) A par value for authorized shares or classes of shares; and

(E) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;

(3) Any provision that under this chapter is required or permitted to be set forth in the bylaws;

(4) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, subject to section 414-222; and

(5) A provision permitting or making obligatory indemnification of a director for liability (as defined in section [414-241]) to any person for any action taken, or any failure to take any action, as a director, except liability for:

(A) Receipt of a financial benefit to which the director is not entitled;

(B) An intentional infliction of harm on the corporation or its shareholders;

(C) A violation of section 414-223; or

(D) An intentional violation of criminal law.

(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. [L 2000, c 244, pt of §1; am L 2002, c 130, §10; am L 2009, c 55, §4]