PART IX.  CONVERSIONS AND MERGERS

     §428-901  Definitions.  In this part:

     "Association" means an association organized under chapter 421 or 421C.

     "Corporation" means a corporation under the Hawaii Business Corporation Act, chapter 414, a predecessor law, or comparable law of another jurisdiction.

     "General partner" means a partner in a partnership and a general partner in a limited partnership.

     "Limited partner" means a limited partner in a limited partnership.

     "Limited partnership" means a limited partnership created under the Uniform Limited Partnership Act, chapter 425E, a predecessor law, or comparable law of another jurisdiction.

     "Merger" means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic or foreign entities resulting in either one surviving entity or one new entity.

     "Organizing articles" means:

     (1)  For an association, corporation, or nonprofit corporation, the articles of incorporation;

     (2)  For a general partnership or limited liability partnership, the registration statement;

     (3)  For a limited partnership, the certificate of limited partnership; and

     (4)  For a limited liability company, the articles of organization.

     "Other business entity" means a corporation, general partnership, limited partnership, limited liability partnership,  or association.

     "Other entity" includes a foreign or domestic corporation, whether organized for profit or not, a domestic or foreign partnership, limited partnership, limited liability partnership, or a domestic professional corporation.

     "Partner" includes a general partner and a limited partner.

     "Partnership" or "general partnership" means a general partnership created under chapter 425, a predecessor law, or comparable law of another jurisdiction.

     "Partnership agreement" means an agreement among the partners concerning the partnership or limited partnership.

     "Shareholder" means a shareholder in a corporation. [L 1996, c 92, pt of §1; am L 1999, c 280, §12; am L 2002, c 40, §66 and c 41, §22; am L 2003, c 124, §74 and c 210, §10; am L 2004, c 121, §45]

Cross References

  Limited liability partnerships, see §§425-151 to 173.