There is a newer version of the Hawaii Revised Statutes
2014 Hawaii Revised Statutes
TITLE 23. CORPORATIONS AND PARTNERSHIPS
414. Hawaii Business Corporation Act
PART I. GENERAL PROVISIONS- 414-1 Short title.
- 414-2 Reservation of power to amend or repeal.
- 414-3 Definitions.
- 414-4 Notice.
- 414-5 Number of shareholders.
- 414-6 Department director; powers.
- 414-11 Filing requirements.
- 414-12 Forms.
- 414-13 Filing, service, and copying fees.
- 414-14 Effective time and date of document.
- 414-15 Correcting filed document.
- 414-16 Filing duty of department director.
- 414-17 Appeal from department director's refusal to file document.
- 414-18 Evidentiary effect of copy of filed document.
- 414-19 Certificates and certified copies to be received in evidence.
- 414-20 Penalty for signing false document.
- 414-31 Incorporators.
- 414-32 Articles of incorporation.
- 414-33 Incorporation.
- 414-34 Liability for pre-incorporation transactions.
- 414-35 Organization of corporation.
- 414-36 Bylaws.
- 414-37 Emergency bylaws.
- 414-51 Corporate name.
- 414-52 Reserved name.
- 414-53 Administrative order of abatement for infringement of corporate name.
- 414-61 Registered agent.
- 414-62 Designation or change of registered agent.
- 414-63 Resignation of registered agent.
- 414-64 Service on corporation.
A. Shares
- 414-71 Authorized shares.
- 414-72 Terms of class or series determined by board of directors.
- 414-73 Issued and outstanding shares.
- 414-74 Fractional shares.
- 414-81 Subscription for shares before incorporation.
- 414-82 Issuance of shares.
- 414-83 Liability of shareholders.
- 414-84 Share dividends.
- 414-85 Share options.
- 414-86 Form and content of certificates.
- 414-87 Shares without certificates.
- 414-88 Restriction on transfer of shares and other securities.
- 414-89 Expense of issue.
by Shareholders and CorporationD. DistributionsPART VIII. SHAREHOLDERS
A. Meetings
- 414-121 Annual meeting.
- 414-122 Special meeting.
- 414-123 Court-ordered meeting.
- 414-124 Action without meeting.
- 414-125 Notice of meeting.
- 414-126 Waiver of notice.
- 414-127 Record date.
- 414-141 Shareholders' list for meeting.
- 414-142 Voting entitlement of shares.
- 414-143 Proxies.
- 414-144 Shares held by nominees.
- 414-145 Corporation's acceptance of votes, etc.
- 414-146 Quorum and voting requirements for voting groups.
- 414-147 Action by single and multiple voting groups.
- 414-148 Greater quorum or voting requirements.
- 414-149 Voting for directors; cumulative voting.
- 414-171 Definitions.
- 414-172 Standing.
- 414-173 Demand.
- 414-174 Stay of proceedings.
- 414-175 Dismissal.
- 414-176 Discontinuance or settlement.
- 414-177 Payment of expenses.
- 414-178 Applicability to foreign corporations.
A. Board of Directors
- 414-191 Requirement for and duties of board of directors.
- 414-192 Qualifications of directors.
- 414-193 Number and election of directors.
- 414-194 Election of directors by certain classes of shareholders.
- 414-195 Terms of directors generally.
- 414-196 Staggered terms for directors.
- 414-197 Resignation of directors.
- 414-198 Removal of directors by shareholders.
- 414-199 Removal of directors by judicial proceeding.
- 414-200 Vacancy on board.
- 414-201 Compensation of directors.
- 414-211 Meetings.
- 414-212 Action without meeting.
- 414-213 Notice of meeting.
- 414-214 Waiver of notice of meeting.
- 414-215 Quorum and voting.
- 414-216 Committees.
- 414-221 General standards for directors.
- 414-222 Limitation of liability of directors; shareholder approval required.
- 414-223 Liability for unlawful distributions.
- 414-231 Required officers.
- 414-232 Duties of officers.
- 414-233 Standards of conduct for officers.
- 414-234 Resignation and removal of officers.
- 414-235 Contract rights of officers.
- 414-241 Definitions.
- 414-242 Permissible indemnification.
- 414-243 Mandatory indemnification.
- 414-244 Advance for expenses.
- 414-245 Court-ordered indemnification and advance for expenses.
- 414-246 Determination and authorization of indemnification.
- 414-247 Officers.
- 414-248 Insurance.
- 414-249 Variation by corporate action; application of subpart.
- 414-250 Nonexclusivity of subpart.
- 414-261 Definitions.
- 414-262 Judicial action.
- 414-263 Directors' action.
- 414-264 Shareholders' action.
- 414-271 Conversion into and from corporations.
- 414-272 Articles of conversion.
- 414-273 REPEALED.
- 414-274 Effect of conversion.
A. Amendment of Articles of Incorporation
- 414-281 Authority to amend.
- 414-282 Amendment by board of directors.
- 414-283 Amendment by board of directors and shareholders.
- 414-284 Voting on amendments by voting groups.
- 414-285 Amendment before issuance of shares.
- 414-286 Articles of amendment.
- 414-287 Restated or amended and restated articles of incorporation.
- 414-288 Amendment pursuant to reorganization.
- 414-289 Effect of amendment.
- 414-301 Amendment by board of directors or shareholders.
- 414-302 Bylaw increasing quorum or voting requirement for shareholders.
- 414-303 Bylaw increasing quorum or voting requirement for directors.
- 414-310 Definitions.
- 414-311 Merger.
- 414-311.6 Foreign mergers.
- 414-312 Share exchange.
- 414-313 Action plan.
- 414-314 Merger of subsidiary.
- 414-315 Articles of merger or share exchange.
- 414-316 Effect of merger or share exchange.
- 414-317 REPEALED.
- 414-318 Merger of subsidiary corporations.
- 414-319 REPEALED.
- 414-331 Sale of assets in regular course of business and mortgage of assets.
- 414-332 Sale of assets other than in regular course of business.
A. Right to Dissent and Obtain Payment for SharesB. Procedure for Exercise of Dissenters' Rights
- 414-351 Notice of dissenters' rights.
- 414-352 Notice of intent to demand payment.
- 414-353 Dissenters' notice.
- 414-354 Duty to demand payment.
- 414-355 Share restrictions.
- 414-356 Payment.
- 414-357 Failure to take action.
- 414-358 After-acquired shares.
- 414-359 Procedure if shareholder dissatisfied with payment or offer.
A. Voluntary Dissolution
- 414-381 Dissolution by incorporators or initial directors.
- 414-382 Dissolution by board of directors and shareholders.
- 414-383 Articles of dissolution.
- 414-384 Revocation of dissolution.
- 414-385 Effect of dissolution.
- 414-386 Known claims against dissolved corporation.
- 414-387 Unknown claims against dissolved corporation.
- 414-401 Grounds for administrative dissolution.
- 414-402 Procedure for and effect of administrative dissolution and effect of expiration.
- 414-403 Reinstatement following administrative dissolution.
- 414-404 Appeal from denial of reinstatement.
- 414-411 Grounds for judicial dissolution.
- 414-412 Procedure for judicial dissolution.
- 414-413 Receivership or custodianship.
- 414-414 Decree of dissolution.
- 414-415 Election to purchase in lieu of dissolution.
- 414-421 Deposit with director of finance.
- 414-422 Trustees or receivers for dissolved corporations; appointment; powers; duties.
A. Certificate of Authority
- 414-431 Authority to transact business required.
- 414-432 Consequences of transacting business without authority.
- 414-433 Application for certificate of authority.
- 414-434 Change of name by foreign corporation.
- 414-435 Effect of certificate of authority.
- 414-436 Corporate name of foreign corporation.
- 414-437 Registered agent of foreign corporation.
- 414-438 Change of registered agent of foreign corporation.
- 414-439 Resignation of registered agent of foreign corporation.
- 414-440 Service on foreign corporation.
- 414-441 Application to corporations heretofore authorized to transact business in this State.
- 414-461 Grounds for revocation.
- 414-462 Procedure for and effect of revocation.
- 414-463 Appeal from revocation.
A. RecordsB. ReportsPART XVIII. TRANSITION PROVISIONS
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