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2019 Hawaii Revised Statutes
TITLE 23. CORPORATIONS AND PARTNERSHIPS
425E. Uniform Limited Partnership Act
ARTICLE 1. GENERAL PROVISIONS
OTHER FILINGS; FEES
OF TRANSFEREES AND CREDITORS
- 425E-101 Short title.
- 425E-102 Definitions.
- 425E-103 Knowledge and notice.
- 425E-104 Nature, purpose, and duration of entity.
- 425E-105 Powers.
- 425E-106 Governing law.
- 425E-107 Supplemental principles of law; rate of interest.
- 425E-108 Name.
- 425E-108.5 Administrative order of abatement for infringement of limited partnership name. (a) Any domestic limited partnership or limited liability limited partnership in good standing or foreign limited partnership or limited liability limited partnership authorized to transact business in this State claiming that the name of another domestic corporation, partnership, limited partnership, limited liability limited partnership, limited liability partnership, or limited liability company existing under the laws of this State, or any foreign corporation, partnership, limited partnership, limited liability limited partnership, limited liability partnership, or limited liability company authorized to transact business in this State is substantially identical to, or confusingly similar with, its name may file a petition with the director for an administrative order of abatement to address the infringement of its name. The petition shall set forth the facts and authority that support the petitioner's claim that further use of the name should be abated. The petitioner, at the petitioner's expense, shall notify the registrant of the hearing and the registrant shall be given an opportunity to address the petition at a full hearing. The notice shall be made and the hearing held in accordance with the contested case provisions of chapter 91. (b) In addition to any other remedy or sanction allowed by law, the order of abatement may: (1) Allow the entity to retain its registered name, but: (A) Require the entity to register a new trade name with the director; and (B) Require the entity to conduct business in this State under this new trade name; or (2) (A) Require the entity to change its registered name; (B) Require the entity to register the new name with the director; and (C) Require the entity to conduct business in this State under its new name. If an entity fails to comply with the order of abatement within sixty days, the director may involuntarily dissolve or terminate the entity, or cancel or revoke the entity's registration o
- 425E-109 Reserved name.
- 425E-110 Effect of partnership agreement; nonwaivable provisions.
- 425E-111 Required information.
- 425E-112 Business transactions between a partner and the partnership.
- 425E-113 Dual capacity.
- 425E-114 Registered agent.
- 425E-115 Designation or change of registered agent.
- 425E-116 Resignation of registered agent.
- 425E-117 Service on the partnership.
- 425E-118 Consent and proxies of partners.
OTHER FILINGS; FEES
- 425E-201 Certificate of limited partnership.
- 425E-202 Amendment or restatement of certificate.
- 425E-203 Statement of termination.
- 425E-204 Execution of records.
- 425E-205 Signing and filing pursuant to judicial order.
- 425E-206 Filing in the office of the director; effective time and date.
- 425E-206.5 Filing requirements; filing duty of the director.
- 425E-207 Correcting a filed document.
- 425E-208 Liability for false information in a filed record.
- 425E-209 Certificates and certified copies to be received in evidence.
- 425E-210 Annual statement.
- 425E-211 Fees for filing documents and issuing certificates.
- 425E-301 Limited partner.
- 425E-302 No right or power as limited partner to bind limited partnership.
- 425E-303 Liability as a limited partner.
- 425E-304 Right of limited partner and former limited partner to information.
- 425E-305 Limited duties of limited partners.
- 425E-306 Person erroneously believing self to be a limited partner.
- 425E-401 General partner.
- 425E-402 General partner is an agent of the limited partnership.
- 425E-403 Limited partnership liable for general partner's actionable conduct.
- 425E-404 General partner's liability.
- 425E-405 Actions by and against partnership and partners.
- 425E-406 Management rights of general partners.
- 425E-407 Right of general partner and former general partner to information.
- 425E-408 General standards of a general partner's conduct.
- 425E-501 Form of contribution.
- 425E-502 Liability for contribution.
- 425E-503 Sharing of distributions.
- 425E-504 Interim distributions.
- 425E-505 No distribution on account of dissociation.
- 425E-506 Distribution in kind.
- 425E-507 Right to distribution.
- 425E-508 Limitations on distribution.
- 425E-509 Liability for improper distributions.
- 425E-601 Dissociation as a limited partner.
- 425E-602 Effect of dissociation as a limited partner.
- 425E-603 Dissociation as a general partner.
- 425E-604 Person's power to dissociate as a general partner; wrongful dissociation.
- 425E-605 Effect of dissociation as a general partner.
- 425E-606 Power to bind, and liability to, limited partnership before dissolution of partnership of a person dissociated as general partner.
- 425E-607 Liability to other persons of person dissociated as a general partner.
OF TRANSFEREES AND CREDITORS
- 425E-701 Partner's transferable interest.
- 425E-702 Transfer of partner's transferable interest.
- 425E-703 Rights of creditors of partners or transferees.
- 425E-704 Power of estate of deceased partner.
- 425E-801 Nonjudicial dissolution.
- 425E-802 Judicial dissolution.
- 425E-803 Winding up.
- 425E-804 Power of general partner and person dissociated as general partner to bind partnership after dissolution.
- 425E-805 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partners.
- 425E-806 Known claims against dissolved limited partnership.
- 425E-807 Other claims against dissolved limited partnership.
- 425E-808 Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
- 425E-809 Administrative cancellation.
- 425E-810 Reinstatement following administrative cancellation.
- 425E-811 Appeal from denial of reinstatement.
- 425E-812 Disposition of assets; when contributions required.
- 425E-901 Governing law.
- 425E-902 Application for certificate of authority.
- 425E-903 Activities not constituting transacting business.
- 425E-904 Issuance of certificate of authority.
- 425E-905 Name.
- 425E-906 Cancellation of of authority.
- 425E-907 Certificate of withdrawal; effect of failure to have certificate.
- 425E-908 Changes
- 425E-1001 Direct action by a partner.
- 425E-1002 Derivative action.
- 425E-1003 Proper plaintiff.
- 425E-1004 Pleading.
- 425E-1005 Proceeds and expenses.
- 425E-1101 Definitions.
- 425E-1102 Conversion into or from limited partnerships.
- 425E-1103 Articles of conversion.
- 425E-1104 Effective date of the conversion.
- 425E-1105 Effect of conversion.
- 425E-1106 Merger.
- 425E-1107 Articles of merger.
- 425E-1108 Effective date of the merger.
- 425E-1109 Effect of merger.
- 425E-1110 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.
- 425E-1111 Liability of general partners after conversion or merger.
- 425E-1112 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
- 425E-1113 Article not exclusive.
- 425E-1114 Foreign mergers.
Cross References
Limited liability partnerships, see 425-151 to 173.
Uniform limited liability company act, see chapter 428.
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