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2022 Hawaii Revised Statutes
Title 23. Corporations and Partnerships
414. Hawaii Business Corporation Act
PART I. GENERAL PROVISIONS
A. Shares
by Shareholders and Corporation D. Distributions PART VIII. SHAREHOLDERS
A. Meetings
A. Board of Directors
A. Amendment of Articles of Incorporation
A. Right to Dissent and Obtain Payment for Shares B. Procedure for Exercise of Dissenters' Rights
A. Voluntary Dissolution
A. Certificate of Authority
A. Records B. Reports PART XVIII. TRANSITION 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 Corporation D. Distributions PART 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 Shares B. 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. Records B. Reports PART XVIII. TRANSITION PROVISIONS
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