Report Title:

Business Registration; Foreign Business Entities

Description:

Clarifies the business registration requirements for foreign nonprofit corporations and foreign limited liability companies.  (HB1307 HD2)

HOUSE OF REPRESENTATIVES	H.B. NO.	1307
TWENTY-FOURTH LEGISLATURE, 2007		H.D. 2
STATE OF HAWAII

A BILL FOR AN ACT

RELATING TO BUSINESS REGISTRATION.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF HAWAII:

     SECTION 1.  Section 414D-273, Hawaii Revised Statutes, is amended by amending subsection (a) to read as follows:

     "(a)  A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the department director for filing.  The application shall set forth:

     (1)  The name of the foreign corporation or, if its name is unavailable for use in this State, a corporate name that satisfies the requirements of section 414D-276;

     (2)  The name of the state or country under whose law it is incorporated;

     (3)  The date of incorporation and period of duration;

     (4)  The mailing address of the corporation's principal office, the street address of its [initial] registered office in this State, and the name of its [initial] registered agent at its [initial] registered office[;] in this State;

     (5)  The names and usual business [or home] addresses of its current directors and officers; and

     (6)  Whether the foreign corporation has members."

     SECTION 2.  Section 428-1002, Hawaii Revised Statutes, is amended by amending subsection (a) to read as follows:

     "(a)  A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the director for filing.  The application shall set forth:

     (1)  The name of the foreign limited liability company or, if its name is unavailable for use in this State, a name that satisfies the requirements of section 428-1005;

     (2)  The name of the state or country under whose law it is organized;

     (3)  A representation and warranty that a list of the names of and addresses of all members and their respective capital contributions are kept and will be kept at its principal office until cancellation, in accordance with section 428-1007, of the foreign limited liability company's authority to transact business in this State;

     (4)  The mailing address of its principal office, the street address of its [initial] registered office in this State, and the name of its [initial] registered agent at its [initial] registered office in this State;

     (5)  Whether the duration of the company is for a specified term and, if so, the period specified;

     (6)  Whether the company is manager-managed, and:

         (A)  If so, the name and address of each manager; or

         (B)  If not, the name and address of each member;

     (7)  Whether the members of the company are to be liable for its debts and obligations under a provision similar to section 428-303(c); and

     (8)  Any additional information as may be necessary or appropriate to enable the director to determine whether the foreign limited liability company is entitled to obtain authority to transact business in this State."

     SECTION 3.  Statutory material to be repealed is bracketed and stricken.  New statutory material is underscored.

     SECTION 4.  This Act shall take effect on July 1, 2007.