REPORT TITLE:
Business registration


DESCRIPTION:
Makes housekeeping amendments to chapters 415 and 415B, Hawaii
Revised Statutes by clarifying and updating statutes governing
business registration.  (HB1078 HD1)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                        1078
HOUSE OF REPRESENTATIVES                H.B. NO.           H.D. 1
TWENTIETH LEGISLATURE, 1999                                
STATE OF HAWAII                                            
                                                             
________________________________________________________________
________________________________________________________________


                   A  BILL  FOR  AN  ACT

RELATING TO BUSINESS REGISTRATION.



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

 1      SECTION 1.  Chapter 415, Hawaii Revised Statutes, is amended
 
 2 by adding three new sections to be appropriately designated and
 
 3 to read as follows:
 
 4      "§415-    Registered office and registered agent.  (a)
 
 5 Except as provided in this section, each corporation shall
 
 6 continuously maintain in the State:
 
 7      (1)  A registered office that may be the same as any of its
 
 8           places of business; and
 
 9      (2)  A registered agent, who shall be:
 
10           (A)  An individual who resides in the State and whose
 
11                business office is identical with the registered
 
12                office;
 
13           (B)  A domestic corporation or not-for-profit domestic
 
14                corporation whose business office is identical
 
15                with the registered office; or
 
16           (C)  A foreign corporation or not-for-profit foreign
 
17                corporation authorized to transact business in the
 
18                State whose business office is identical with the
 
19                registered office.
 

 
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 1      (b)  The requirement that a corporation have a registered
 
 2 office and a registered agent shall not apply to any corporation
 
 3 during the time the corporation has at least one officer or
 
 4 director who is a resident of the State.
 
 5      §415-    Change of registered office or registered agent.
 
 6 (a)  A corporation may change its registered office or registered
 
 7 agent by delivering to the director for filing a statement of
 
 8 change that sets forth:
 
 9      (1)  The name of the corporation;
 
10      (2)  The street address of its current registered office;
 
11      (3)  If the current registered office is to be changed, the
 
12           street address of the new registered office;
 
13      (4)  The name of its current registered agent;
 
14      (5)  If the current registered agent is to be changed, the
 
15           name of the new registered agent and the new agent's
 
16           written consent to the appointment.  This consent may
 
17           be indicated on or attached to the statement of change;
 
18           and
 
19      (6)  That after the change or changes are made, the street
 
20           addresses of its registered office and the business
 
21           office of its registered agent will be identical.
 

 
 
 
 
 
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 1      (b)  If the street address of the registered agent's
 
 2 business office changes, the registered agent may change the
 
 3 street address of the corporation's registered office by
 
 4 notifying the corporation in writing of the change, and
 
 5 delivering to the director for filing a statement that complies
 
 6 with the requirements of subsection (a), states that the
 
 7 corporation has been notified of the change, and is signed by the
 
 8 registered agent.
 
 9      §415-    Resignation of registered agent.  (a)  A registered
 
10 agent may resign from the registered agent's appointment by
 
11 signing and delivering to the director for filing a statement of
 
12 resignation.  The statement may state that the registered office
 
13 is also discontinued.
 
14      (b)  The registered agent shall mail one copy of the
 
15 statement of resignation to the corporation's registered office,
 
16 if not discontinued, and another copy to the corporation at its
 
17 principal office.
 
18      (c)  The agency appointment shall be terminated, and the
 
19 registered office discontinued if so provided, thirty-one days
 
20 after the date on which the statement was filed."
 
21      SECTION 2.  Chapter 415B, Hawaii Revised Statutes, is
 
22 amended by adding four new sections to be appropriately
 
23 designated and to read as follows:
 

 
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 1      "§ 415B-    Registered office and registered agent.  (a)
 
 2 Except as provided in this section, each corporation shall
 
 3 continuously maintain in the State:
 
 4      (1)  A registered office that may be the same as any of its
 
 5           places of business; and
 
 6      (2)  A registered agent, who shall be:
 
 7           (A)  An individual who resides in the State and whose
 
 8                business office is identical with the registered
 
 9                office;
 
10           (B)  A domestic corporation or domestic profit
 
11                corporation whose business office is identical
 
12                with the registered office; or
 
13           (C)  A foreign corporation or foreign profit
 
14                corporation authorized to transact business in the
 
15                State whose business office is identical with the
 
16                registered office.
 
17      (b)  The requirement that a corporation have a registered
 
18 office and a registered agent shall not apply to any corporation
 
19 during the time the corporation has at least one officer or
 
20 director who is a resident of the State.
 
21      §415B-    Change of registered office or registered agent.
 
22 (a)  A corporation may change its registered office or registered
 

 
 
 
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 1 agent by delivering to the director for filing a statement of
 
 2 change that sets forth:
 
 3      (1)  The name of the corporation;
 
 4      (2)  The street address of its current registered office;
 
 5      (3)  If the current registered office is to be changed, the
 
 6           street address of the new registered office;
 
 7      (4)  The name of its current registered agent;
 
 8      (5)  If the current registered agent is to be changed, the
 
 9           name of the new registered agent and the new agent's
 
10           written consent to the appointment.  This consent may
 
11           be indicated on or attached to the statement of change;
 
12           and
 
13      (6)  That after the change or changes are made, the street
 
14           addresses of its registered office and the business
 
15           office of its registered agent will be identical.
 
16      (b)  If the street address of the registered agent's
 
17 business office changes, the registered agent may change the
 
18 street address of the corporation's registered office by
 
19 notifying the corporation in writing of the change, and
 
20 delivering to the director for filing a statement that complies
 
21 with the requirements of subsection (a), states that the
 
22 corporation has been notified of the change, and is signed by the
 
23 registered agent.
 

 
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 1      §415B-    Resignation of registered agent.  (a)  A
 
 2 registered agent may resign from the registered agent's
 
 3 appointment by signing and delivering to the director for filing
 
 4 a statement of resignation.  The statement may state that the
 
 5 registered office is also discontinued.
 
 6      (b)  The registered agent shall mail one copy of the
 
 7 statement of registration to the corporation's registered office,
 
 8 if not discontinued, and another copy to the corporation at its
 
 9 principal office.
 
10      (c)  The agency appointment shall be terminated, and the
 
11 registered office discontinued if so provided, thirty-one days
 
12 after the date on which the statement was filed.
 
13      §415B-    Amended and restated articles of incorporation.
 
14 (a)  A domestic corporation may at any time amend and restate its
 
15 articles of incorporation by complying with the procedures and
 
16 requirements of sections 415B-37 and 415B-40.
 
17      (b)  Upon their adoption, the amended and restated articles
 
18 of incorporation shall set forth:
 
19      (1)  All of the operative provisions of the articles of
 
20           incorporation as theretofore amended;
 
21      (2)  The information required by section 415B-38; and
 

 
 
 
 
 
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 1      (3)  A statement that the amended and restated articles of
 
 2           incorporation supersede the original articles of
 
 3           incorporation and all amendments thereto.
 
 4      (c)  The amended and restated articles of incorporation
 
 5 shall be delivered to the director for filing.  The director may
 
 6 certify the amended and restated articles of incorporation as the
 
 7 articles of incorporation currently in effect, without including
 
 8 the information required to be filed by subsection (b)(2) and
 
 9 (3)."
 
10      SECTION 3.  Section 415-8, Hawaii Revised Statutes, is
 
11 amended to read as follows:
 
12      "§415-8  Corporate name.  The corporate name:
 
13      (1)  Shall contain the word "corporation", "incorporated",
 
14           or "limited", or shall contain an abbreviation of one
 
15           of the words; and
 
16      (2)  Shall not be the same as, or substantially identical
 
17           to, the name of any domestic corporation, domestic
 
18           partnership, [or] domestic limited liability company,
 
19           or domestic limited liability partnership existing
 
20           under the laws [[]of[]] this State, or any foreign
 
21           corporation, foreign partnership, [or] foreign limited
 
22           liability company, or foreign limited liability
 

 
 
 
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 1           partnership authorized to transact business in this
 
 2           State, or any trade name, trademark, or service mark
 
 3           registered in this State, or a name the exclusive right
 
 4           to which is, at the time, reserved in the manner
 
 5           provided in this chapter, or the name of a corporation
 
 6           which has in effect a registration of its corporate
 
 7           name as provided in this chapter, except that this
 
 8           provision shall not apply if the applicant files with
 
 9           the director either of the following:
 
10           (A)  The written consent of the other corporation or
 
11                holder of a reserved or registered name to use the
 
12                same or substantially identical name, and one or
 
13                more words are added to make the name
 
14                distinguishable from the other name[,]; or
 
15           (B)  A certified copy of a final decree of a court of
 
16                competent jurisdiction establishing the prior
 
17                right of the applicant to the use of the name in
 
18                this State."
 
19      SECTION 4.  Section 415-35, Hawaii Revised Statutes, is
 
20 amended by amending subsection (a) to read as follows:
 
21      "(a)  All corporate powers shall be exercised by or under
 
22 authority of, and the business and affairs of a corporation shall
 

 
 
 
Page 9                                                     1078
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 1 be managed under the direction of, a board of directors except as
 
 2 may be otherwise provided in this chapter or the articles of
 
 3 incorporation.  If any such provision is made in the articles of
 
 4 incorporation, the powers and duties conferred or imposed upon
 
 5 the board of directors by this chapter shall be exercised or
 
 6 performed to such extent and by such person or persons as shall
 
 7 be provided in the articles of incorporation. [At least one
 
 8 member of every board of directors shall be a resident of this
 
 9 State.  If there is no such director who is a member of the
 
10 board, the board may not function except to elect a new director
 
11 who is a resident of this State.]  Directors need not be
 
12 shareholders of the corporation unless the articles of
 
13 incorporation or bylaws so require.  The articles of
 
14 incorporation or bylaws may prescribe other qualifications for
 
15 directors.  The board of directors shall have authority to fix
 
16 the compensation of directors unless otherwise provided in the
 
17 articles of incorporation."
 
18      SECTION 5.  Section 415-54, Hawaii Revised Statutes, is
 
19 amended by amending subsection (a) to read as follows:
 
20      "(a)  The articles of incorporation shall be delivered to
 
21 and filed by the director and shall set forth:
 
22      (1)  The name of the corporation;
 

 
 
 
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 1      (2)  The aggregate number of shares which the corporation
 
 2           shall have authority to issue, and, if the shares are
 
 3           to be divided into classes, the number of shares of
 
 4           each class;
 
 5      (3)  The mailing address of its initial or principal
 
 6           office[;] and, if the corporation is required at the
 
 7           time of incorporation to have a registered office and
 
 8           registered agent in this State, the street address of
 
 9           the corporation's initial registered office and the
 
10           name of its initial registered agent at that office;
 
11           provided that where no specific street address is
 
12           available[,] for the corporation's initial or principal
 
13           office or for the corporation's registered office, the
 
14           rural route post office number or post office box
 
15           designated or made available by the United States
 
16           Postal Service;
 
17      (4)  The number of directors constituting the initial board
 
18           of directors and the names and residence addresses of
 
19           the individuals who are to serve as directors until the
 
20           first annual meeting of shareholders or until their
 
21           successors are elected and qualified; provided that
 
22           where no specific street address is available, the
 

 
 
 
Page 11                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1           rural route post office number or post office box
 
 2           designated or made available by the United States
 
 3           Postal Service; and
 
 4       (5) The name, title, and residence address of each officer;
 
 5           provided that where no specific street address is
 
 6           available, the rural route post office number or post
 
 7           office box designated or made available by the United
 
 8           States Postal Service."
 
 9      SECTION 6.  Section 415-58, Hawaii Revised Statutes, is
 
10 amended to read as follows:
 
11      "§415-58  Right to amend articles of incorporation.  (a)  A
 
12 corporation may amend its articles of incorporation from time to
 
13 time, in any and in as many respects as may be desired, so long
 
14 as its articles of incorporation as amended contain only those
 
15 provisions which may be lawfully contained in original articles
 
16 of incorporation at the time of making the amendment, and, if a
 
17 change in shares or the rights of shareholders, or an exchange,
 
18 reclassification, or cancellation of shares or rights of
 
19 shareholders is to be made, the provisions as may be necessary to
 
20 effect the change, exchange, reclassification, or cancellation.
 
21      (b)  In particular, and without limitation upon this general
 
22 power of amendment, a corporation may amend its articles of
 
23 incorporations, from time to time, so as:
 

 
Page 12                                                    1078
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 1      (1)  To change its corporate name;
 
 2      (2)  To change its period of duration;
 
 3      (3)  To change, enlarge, or diminish its corporate purposes;
 
 4      (4)  To increase or decrease the aggregate number of shares,
 
 5           or shares of any class, which the corporation has
 
 6           authority to issue, except that if the aggregate number
 
 7           of authorized shares is decreased by the corporation's
 
 8           acquisition of its own shares, the decrease shall be as
 
 9           provided in section 415-6;
 
10      (5)  To provide, change, or eliminate any provision with
 
11           respect to the par value of any shares or class of
 
12           shares;
 
13      (6)  To exchange, classify, reclassify, or cancel all or any
 
14           part of its shares, whether issued or unissued;
 
15      (7)  To change the designation of all or any part of its
 
16           shares, whether issued or unissued, and to change the
 
17           preferences, limitations, and the relative rights in
 
18           respect of all or any part of its shares, whether
 
19           issued or unissued;
 
20      (8)  To change the shares of any class, whether issued or
 
21           unissued, into a different number of shares of the same
 
22           class or into the same or a different number of shares
 
23           of other classes;
 

 
Page 13                                                    1078
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 1      (9)  To create new classes or shares having rights and
 
 2           preferences either prior and superior or subordinate
 
 3           and inferior to the shares of any class then
 
 4           authorized, whether issued or unissued;
 
 5     (10)  To cancel or otherwise affect the right of the holders
 
 6           of the shares of any class to receive dividends which
 
 7           have accrued but have not been declared;
 
 8     (11)  To divide any preferred or special class of shares,
 
 9           whether issued or unissued, into series and fix and
 
10           determine the designations of the series and the
 
11           variations in the relative rights and preferences as
 
12           between the shares of the series;
 
13     (12)  To authorize the board of directors to establish, out
 
14           of authorized but unissued shares, series of any
 
15           preferred or special class of shares and fix and
 
16           determine the relative rights and preferences of the
 
17           shares of any series so established;
 
18     (13)  To authorize the board of directors to fix and
 
19           determine the relative rights and preferences of the
 
20           authorized but unissued shares of series theretofore
 
21           established in respect of which either the relative
 
22           rights and preferences have not been fixed and
 

 
 
 
Page 14                                                    1078
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 1           determined are to be changed or the relative rights and
 
 2           preferences theretofore fixed and determined are to
 
 3           changed;
 
 4     (14)  To revoke, diminish, or enlarge the authority of the
 
 5           board of directors to establish series out of
 
 6           authorized but unissued shares of any preferred or
 
 7           special class and fix and determine the relative rights
 
 8           and preferences of the shares of any series so
 
 9           established; or
 
10     (15)  To limit, deny, or grant to shareholders of any class
 
11           the preemptive right to acquire additional shares of
 
12           the corporation, whether then or thereafter
 
13           authorized."
 
14      SECTION 7.  Section 415-61, Hawaii Revised Statutes, is
 
15 amended to read as follows:
 
16      "§415-61  Articles of amendment.  The articles of amendment
 
17 shall be delivered to and filed by the director and shall set
 
18 forth:
 
19      (1)  The name of the corporation;
 
20      (2)  The amendments so adopted which shall be identified by
 
21           the numerical or other designation thereof in the
 
22           articles of incorporation;
 

 
 
 
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 1      (3)  The date of the adoption of the amendment by the
 
 2           shareholders, or by the board of directors without
 
 3           shareholder action;
 
 4      (4)  The number of shares outstanding, the number of shares
 
 5           entitled to vote thereon, and if the shares of any
 
 6           class are entitled to vote;
 
 7      (5)  The number of shares voted for and against the
 
 8           amendment respectively, and, if the shares of any class
 
 9           are entitled to vote thereon as a class, the number of
 
10           shares of each such class voted for and against the
 
11           amendment, respectively, or if no vote of shareholders
 
12           was taken, a statement to that effect and that
 
13           shareholder action was not required; and
 
14      (6)  If the amendment provides for an exchange,
 
15           reclassification, or cancellation of issued shares,
 
16           [and if the manner in which the same shall be effected
 
17           is not set forth in the amendment, then] a statement
 
18           [of the manner in which the same shall be effected.]
 
19           that provisions necessary to effect the exchange,
 
20           reclassification, or cancellation have been made."
 
21      SECTION 8.  Section 415-74, Hawaii Revised Statutes, is
 
22 amended by amending subsection (a) to read as follows:
 

 
 
 
Page 16                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      "(a)  Upon receiving the approvals required by sections 415-
 
 2 71, 415-72, 415-72A, and 415-73, articles of merger or articles
 
 3 of consolidation shall be delivered to the director for filing
 
 4 and shall set forth:
 
 5      (1)  [The] A statement that the plan of merger, or the plan
 
 6           of consolidation[;] has been approved and signed by the
 
 7           board of directors of each corporation involved in the
 
 8           merger or consolidation;
 
 9      (2)  Either:
 
10           (A)  [a] A statement that the vote of shareholders is
 
11                not required by virtue of section 415-73(e)[,]; or
 
12           (B)  [as] As to each corporation, the approval of whose
 
13                shareholders is required, the number of shares
 
14                outstanding, and, if the shares of any class were
 
15                entitled to vote as a class, the designation and
 
16                number of outstanding shares of each class; [and]
 
17      (3)  As to each corporation the approval of whose
 
18           shareholders is required, the number of shares voted
 
19           for and against the plan, respectively, and, if the
 
20           shares of any class are entitled to vote as a class,
 
21           the number of shares of each class voted for and
 
22           against the plan, respectively[.]; and
 

 
 
 
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 1      (4)  A statement indicating the changes in the articles of
 
 2           incorporation of the surviving corporation to be
 
 3           effected by the merger or consolidation."
 
 4      SECTION 9.  Section 415-75, Hawaii Revised Statutes, is
 
 5 amended by amending subsection (c) to read as follows:
 
 6      "(c)  Articles of merger shall be delivered to the director
 
 7 for filing and shall set forth:
 
 8      (1)  [The] A statement that the plan of merger[;] has been
 
 9           approved and signed by the board of directors of the
 
10           surviving corporation;
 
11      (2)  The number of outstanding shares of each class of the
 
12           subsidiary corporation and the number of shares of each
 
13           class owned by the surviving corporation; and
 
14      (3)  The date a copy of the [mailing] plan of merger is
 
15           mailed to shareholders of the subsidiary corporation
 
16           entitled to receive the plan [of a copy of the plan of
 
17           merger]."
 
18      SECTION 10.  Section 415-75.5, Hawaii Revised Statutes, is
 
19 amended by amending subsection (c) to read as follows:
 
20      "(c)  Articles of merger shall be delivered to the director
 
21 for filing and shall set forth:
 

 
 
 
 
 
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 1      (1)  [The] A statement that the plan of merger[;] has been
 
 2           approved and signed by the board of directors of the
 
 3           parent corporation;
 
 4      (2)  The number of outstanding shares of each class of any
 
 5           nonsurviving subsidiary corporation and the number of
 
 6           such shares of each class owned by the parent
 
 7           corporation; and
 
 8      (3)  The date a copy of the [mailing] plan of merger is
 
 9           mailed to shareholders of any nonsurviving subsidiary
 
10           corporation entitled to receive the plan [of a copy of
 
11           the plan of merger]."
 
12      SECTION 11.  Section 415-95, Hawaii Revised Statutes, is
 
13 amended by amending subsection (e) to read as follows:
 
14      "(e)  Within ninety days after the involuntary dissolution
 
15 of a corporation occurring before July 1, 1999, or within two
 
16 years after an involuntary dissolution occurring on or after July
 
17 1, 1999, under this section, the corporation may be reinstated by
 
18 the director upon written application executed by any two
 
19 officers of the corporation setting forth such information as the
 
20 director may require, and the payment of all delinquent fees,
 
21 penalties, assessments, taxes, costs of involuntary dissolution,
 
22 and the filing of all reports due and unfiled.  Within the
 

 
 
 
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 1 [ninety-day] applicable reinstatement period, should the name of
 
 2 the corporation, or a name substantially identical thereto be
 
 3 registered or reserved by another corporation, partnership, [or]
 
 4 limited liability company, or limited liability partnership, or
 
 5 should such name or a name substantially identical thereto be
 
 6 registered as a trade name, trademark, or service mark, then
 
 7 reinstatement shall be allowed only upon the registration of a
 
 8 new name by the involuntarily dissolved corporation pursuant to
 
 9 the amendment provisions of this chapter."
 
10      SECTION 12. Section 415-108, Hawaii Revised Statutes, is
 
11 amended to read as follows:
 
12      "§415-108  Corporate name of foreign corporation.  No
 
13 certificate of authority shall be issued to a foreign corporation
 
14 unless its corporate name:
 
15      (1)  Is not the same as, or substantially identical to, the
 
16           name of any domestic corporation, domestic partnership,
 
17           [or] domestic limited liability company, or domestic
 
18           limited liability partnership existing under the laws
 
19           of this State or any foreign corporation, foreign
 
20           partnership, [or] foreign limited liability company, or
 
21           foreign limited liability partnership authorized to
 
22           transact business in this State, or any trade name,
 

 
 
 
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 1           trademark, or service mark registered in this State, or
 
 2           a name the exclusive right to which is, at the time,
 
 3           reserved in the manner provided in this chapter, except
 
 4           that this provision shall not apply if the foreign
 
 5           corporation applying for a certificate of authority
 
 6           files with the director any one of the following:
 
 7           (A)  The written consent of such other corporation or
 
 8                holder of a reserved or registered name to use the
 
 9                same or substantially identical name and one or
 
10                more words are added to make the name
 
11                distinguishable from the other name;
 
12           (B)  A certified copy of a final decree of a court of
 
13                competent jurisdiction establishing the prior
 
14                right of the foreign corporation to the use of the
 
15                name in this State; or
 
16           (C)  A copy of a certificate of registration of a trade
 
17                name by the foreign corporation under which trade
 
18                name that foreign corporation will transact
 
19                business in this State; and
 
20      (2)  Is transliterated into letters of the English alphabet,
 
21           if the name is not in English."
 

 
 
 
 
 
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 1      SECTION 13.  Section 415-125, Hawaii Revised Statutes, is
 
 2 amended to read as follows:
 
 3      "§415-125  Annual report of domestic and foreign
 
 4 corporations.  Each domestic corporation and each foreign
 
 5 corporation authorized to transact business in this State shall
 
 6 deliver to the director, within the time prescribed by this
 
 7 chapter, an annual report signed by any authorized officer, or an
 
 8 attorney-in-fact for an officer, or if the corporation is in the
 
 9 hands of a receiver or trustee, by the receiver or trustee
 
10 setting forth:
 
11      (1)  The name of the corporation or foreign corporation and
 
12           the state or country under the laws of which it is
 
13           incorporated;
 
14      (2)  [The] Where the corporation is required by law to have
 
15           a registered office and registered agent in the State,
 
16           the street address of the domestic corporation's or
 
17           foreign corporation's registered office in this State,
 
18           and the name of its registered agent in this State at
 
19           such address, and the address of its principal office
 
20           in the state or country under the laws of which it is
 
21           incorporated[, and, in the case of a domestic
 
22           corporation, the address of its principal office];
 

 
 
 
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 1           provided that if the mailing address of the principal
 
 2           office differs from the street address, or where no
 
 3           specific street address is available, the rural route
 
 4           post office number or post office box designated or
 
 5           made available by the United States Postal Service;
 
 6      (3)  A brief statement of the character of the business in
 
 7           which the corporation or foreign corporation is
 
 8           actually engaged in this State;
 
 9      (4)  The names and respective residence addresses of the
 
10           directors and officers of the corporation and the names
 
11           and respective addresses of the directors and officers
 
12           of the foreign corporation; provided that where no
 
13           specific street address is available, the rural route
 
14           post office number or post office box designated or
 
15           made available by the United States Postal Service;
 
16      (5)  A statement of the aggregate number of shares which a
 
17           domestic corporation has authority to issue, itemized
 
18           by classes and series, if any, within a class; and
 
19      (6)  A statement of the aggregate number of shares issued by
 
20           a domestic corporation, itemized by classes and series,
 
21           if any, within each class."
 

 
 
 
 
 
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 1      SECTION 14.  Section 415A-8, Hawaii Revised Statutes, is
 
 2 amended to read as follows:
 
 3      "§415A-8  Corporate name.  The name of a professional
 
 4 corporation:
 
 5      (1)  May be any name permitted by law expressly applicable
 
 6           to the profession in which the corporation is engaged
 
 7           or by a rule or regulation of the licensing authority
 
 8           of the profession;
 
 9      (2)  Shall not be the same as, or substantially identical
 
10           to, the name of any domestic corporation, partnership,
 
11           [or] limited liability company, or limited liability
 
12           partnership existing or registered under the laws of
 
13           this State, or any foreign corporation, partnership,
 
14           [or] limited liability company, or limited liability
 
15           partnership authorized to transact business[,] in the
 
16           State, or any trade name, trademark, or service mark
 
17           registered in this State, or a name the exclusive right
 
18           to which is, at the time, reserved in the manner
 
19           provided in the Hawaii Business Corporation Act,
 
20           chapter 415, or the name of a corporation which has
 
21           registered its corporate name as provided in the Hawaii
 
22           Business Corporation Act, chapter 415; except that this
 

 
 
 
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 1           section shall not apply if the applicant files with the
 
 2           director either of the following:
 
 3           (A)  The written consent of such other corporation or
 
 4                holder of a reserved or registered name to use the
 
 5                same or substantially identical name and one or
 
 6                more words are added to make the name
 
 7                distinguishable from the other name[,]; or
 
 8           (B)  A certified copy of a final decree of a court of
 
 9                competent jurisdiction establishing the prior
 
10                right of the applicant to use the name in this
 
11                State."
 
12      SECTION 15.  Section 415A-18, Hawaii Revised Statutes, is
 
13 amended by amending subsection (e) to read as follows:
 
14      "(e)  Within ninety days after the involuntary dissolution
 
15 of a professional corporation occurring before July 1, 1999, or
 
16 within two years of an involuntary dissolution occurring on or
 
17 after July 1, 1999, under this section, the corporation may be
 
18 reinstated by the director upon a written application executed by
 
19 any two officers of the corporation setting forth such
 
20 information as the director may require, and the payment of all
 
21 delinquent fees, penalties, assessments, taxes, costs of
 
22 involuntary dissolution, and the filing of all reports due and
 

 
 
 
Page 25                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1 unfiled.  Within the [ninety-day] applicable reinstatement
 
 2 period, should the name of the professional corporation, or a
 
 3 name substantially identical thereto be registered or reserved by
 
 4 another corporation, partnership, [or] limited liability company,
 
 5 or limited liability partnership, or should the name or a name
 
 6 substantially identical thereto be registered as a trade name,
 
 7 trademark, or service mark, then reinstatement shall be allowed
 
 8 only upon the registration of a new name by the involuntarily
 
 9 dissolved professional corporation pursuant to the amendment
 
10 provisions of this chapter."
 
11      SECTION 16.  Section 415B-7, Hawaii Revised Statutes, is
 
12 amended to read as follows:
 
13      "§415B-7  Corporate name.  The corporate name shall not be
 
14 the same as, or substantially identical to, the name of any
 
15 domestic corporation, partnership, limited liability company,
 
16 limited liability partnership, or trade name existing or
 
17 registered under the laws of this State, or any foreign
 
18 corporation, partnership, [or] limited liability company, or
 
19 limited liability partnership authorized to transact business[,]
 
20 in this State, or any trade name, trademark, or service mark
 
21 registered in this State, or a name the exclusive right to which
 
22 is, at the time reserved in the manner provided under the laws of
 

 
 
 
Page 26                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1 this State, or the name of a corporation which has in effect a
 
 2 registration of its corporate name as provided under the laws of
 
 3 this State, except that this provision shall not apply if the
 
 4 applicant delivers to the director for filing either of the
 
 5 following:
 
 6      (1)  The written consent of the other corporation or holder
 
 7           of a reserved or registered name to use the same or
 
 8           substantially identical name and one or more words are
 
 9           added to make the name distinguishable from the other
 
10           name[,]; or
 
11      (2)  A certified copy of a final decree of a court of
 
12           competent jurisdiction establishing the prior right of
 
13           the applicant to the use of the name in this State."
 
14      SECTION 17.  Section 415B-11, Hawaii Revised Statutes, is
 
15 amended to read as follows:
 
16      "§415B-11  Annual report of domestic and foreign
 
17 corporations.  (a)  Each domestic corporation or foreign
 
18 corporation authorized to conduct affairs in this State shall
 
19 deliver to the director for filing, within the time prescribed by
 
20 this chapter, an annual report setting forth:
 
21      (1)  The name of the corporation or foreign corporation and
 
22           the state or country under the laws of which it is
 
23           incorporated;
 

 
Page 27                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      (2)  [The] Where the corporation is required by law to have
 
 2           a registered office and registered agent in the State,
 
 3           the street address of the domestic corporation's or
 
 4           foreign corporation's registered office in this State,
 
 5           the name of [the foreign corporation's] its registered
 
 6           agent in this State at [that] such address, and the
 
 7           mailing address of its principal office in the state or
 
 8           country under the laws of which it is incorporated[,
 
 9           and in the case of domestic corporation, the address of
 
10           the corporation's principal office and the mailing
 
11           address of the principal office if it differs];
 
12           provided that if the mailing address of the principal
 
13           office differs from the street address, or where no
 
14           specific street address is available, the rural route
 
15           post office number or post office box designated or
 
16           made available by the United States Postal Service;
 
17      (3)  A brief statement of the character of the affairs which
 
18           the corporation is actually conducting, or, in the case
 
19           of a foreign corporation, which the corporation is
 
20           actually conducting in this State; and
 
21      (4)  The names and respective addresses of the directors and
 
22           officers of the foreign corporation, and in the case of
 

 
 
 
Page 28                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1           a domestic corporation the names and residence
 
 2           addresses of the directors and officers of a domestic
 
 3           corporation.
 
 4      (b)  The annual report shall be made on forms prescribed and
 
 5 furnished by the director.  It shall be executed on behalf of the
 
 6 corporation by any authorized officer or an attorney-in-fact for
 
 7 an officer of the corporation or, if the corporation is in the
 
 8 hands of a receiver or trustee, by the receiver or trustee."
 
 9      SECTION 18.  Section 415B-34, Hawaii Revised Statutes, is
 
10 amended to read as follows:
 
11      "§415B-34  Articles of incorporation.  (a)  One or more
 
12 individuals may organize a corporation by signing and delivering
 
13 articles of incorporation to the director pursuant to section
 
14 415B-10, which shall set forth:
 
15      (1)  The name of the corporation;
 
16      (2)  The period of the corporation's duration, which may be
 
17           perpetual;
 
18      (3)  The purpose or purposes for which the corporation is
 
19           organized;
 
20      (4)  Any provisions, not inconsistent with law, which the
 
21           incorporators elect to set forth in the articles of
 
22           incorporation for the regulation of the internal
 

 
 
 
Page 29                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1           affairs of the corporation, including any provision for
 
 2           the distribution of assets on dissolution or final
 
 3           liquidation;
 
 4      (5)  The mailing address of the corporation's initial or
 
 5           principal office[;] and, if the corporation is required
 
 6           at the time of incorporation to have a registered
 
 7           office and registered agent in this State, the street
 
 8           address of the corporation's initial registered office
 
 9           and the name of its initial registered agent at that
 
10           office; provided that where no specific street address
 
11           is available[, the mailing address, which may be a] for
 
12           the corporation's initial or principal office or for
 
13           the corporation's registered office, the rural route
 
14           post office or post office box designated or made
 
15           available by the United States Postal Service may be
 
16           listed;
 
17      (6)  The number of directors constituting the initial board
 
18           of directors and the names and residence addresses of
 
19           the individuals who are to serve as the initial
 
20           directors and initial officers; and
 
21      (7)  If a corporation has no members, that fact shall be set
 
22           forth.
 

 
 
 
Page 30                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      (b)  It shall not be necessary to set forth in the articles
 
 2 of incorporation any of the corporate powers enumerated in this
 
 3 chapter."
 
 4      SECTION 19.  Section 415B-61, Hawaii Revised Statutes, is
 
 5 amended to read as follows:
 
 6      "§[[]415B-61[]]  Board of directors.  The affairs of a
 
 7 corporation shall be managed by a board of directors[, of which
 
 8 one director shall be a resident of this State].  The [other]
 
 9 directors need not be residents of this State or members of the
 
10 corporation unless required by the articles of incorporation or
 
11 the bylaws.  The articles of incorporation or the bylaws may
 
12 prescribe other qualifications for directors."
 
13      SECTION 20.  Section 415B-84, Hawaii Revised Statutes, is
 
14 amended to read as follows:
 
15      "§415B-84  Articles of merger or consolidation.  (a)  The
 
16 articles of merger or articles of consolidation shall be
 
17 delivered to the director for filing and shall set forth:
 
18      (1)  [The] That the plan of merger or the plan of
 
19           consolidation[, including] has been approved and signed
 
20           by the board of directors of each corporation, in
 
21           accordance with section 415B-83, and a statement of the
 
22           jurisdiction of incorporation if a foreign corporation
 
23           is involved;
 

 
Page 31                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      (2)  If the members of any merging or consolidating
 
 2           corporation are entitled to vote thereon, then as to
 
 3           each such corporation:
 
 4           (A)  [a] A statement setting forth the date of the
 
 5                meeting of members at which the plan was adopted,
 
 6                that a quorum was present at the meeting, and that
 
 7                the plan received at least two-thirds of the votes
 
 8                which members present at the meeting or
 
 9                represented by proxy were entitled to cast[,]; or
 
10           (B)  [a] A statement that the amendment was adopted by
 
11                a consent in writing signed by all members
 
12                entitled to vote with respect thereto; [and]
 
13      (3)  If any merging or consolidating corporation has no
 
14           members, or no members entitled to vote thereon, then
 
15           as to each such corporation a statement of this fact,
 
16           the date of the meeting of the board of directors at
 
17           which the plan of merger or consolidation was adopted,
 
18           and a statement of the fact that the plan received the
 
19           vote of a majority of the directors in office[.]; and
 
20      (4)  A statement indicating the changes in the articles of
 
21           incorporation of the surviving corporation to be
 
22           effected by the merger or consolidation.
 

 
 
 
Page 32                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      After the articles of merger or articles of consolidation
 
 2 have been delivered to the director and filed, the certificate of
 
 3 merger or certificate of consolidation shall be issued by the
 
 4 director."
 
 5      SECTION 21.  Section 415B-98, Hawaii Revised Statutes, is
 
 6 amended by amending subsection (f) to read as follows:
 
 7      "(f)  Within ninety days after the involuntary dissolution
 
 8 of a corporation occurring before July 1, 1999, or within two
 
 9 years of an involuntary dissolution occurring on or after July 1,
 
10 1999, under this section, the corporation may be reinstated by
 
11 the director upon written application executed by any two
 
12 officers of the corporation setting forth such information as the
 
13 director may require, and the payment of all delinquent fees,
 
14 penalties, assessments, taxes, costs of involuntary dissolution,
 
15 and the filing of all reports due and unfiled.  Within the
 
16 [ninety-day] applicable reinstatement period, should the name of
 
17 the corporation, or a name substantially identical thereto be
 
18 registered or reserved by another corporation, partnership, [or]
 
19 limited liability company, or limited liability partnership, or
 
20 such name or a name substantially identical thereto be registered
 
21 as a trade name, trademark, or service mark, then reinstatement
 
22 shall be allowed only upon the registration of a new name by the
 

 
 
 
Page 33                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1 involuntarily dissolved corporation pursuant to the amendment
 
 2 provisions of this chapter."
 
 3      SECTION 22.  Section 415B-122, Hawaii Revised Statutes, is
 
 4 amended to read as follows:
 
 5      "§415B-122  Corporate name of foreign corporation.  No
 
 6 certificate of authority shall be issued to a foreign corporation
 
 7 unless its corporate name:
 
 8      (1)  Is not the same as, or substantially identical to, the
 
 9           name of any profit or nonprofit corporation,
 
10           partnership, [or] limited liability company, or limited
 
11           liability partnership existing under the laws of this
 
12           State, or any profit or nonprofit foreign corporation,
 
13           foreign partnership, [or] foreign limited liability
 
14           company, or foreign limited liability partnership
 
15           authorized to transact business or conduct affairs in
 
16           this State, or a corporate or trade name, trademark, or
 
17           service mark reserved or registered pursuant to the
 
18           laws of this State; and
 
19      (2)  Is transliterated into letters of the English alphabet,
 
20           if the name is not in English."
 
21      SECTION 23.  Section 425-6, Hawaii Revised Statutes, is
 
22 amended to read as follows:
 

 
 
 
Page 34                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      "§425-6  Partnership name.  (a)  No statement or certificate
 
 2 of any partnership having a name substantially identical with the
 
 3 name of any corporation, partnership, [or] limited liability
 
 4 company, or limited liability partnership registered to do
 
 5 business under the laws of the State or with any trade name,
 
 6 service mark, or trademark previously registered shall be
 
 7 recorded by the director.  The acceptance of a statement or
 
 8 certificate of a partnership for registration by the director
 
 9 shall not abrogate or limit any common law or other right of any
 
10 person to any corporation, partnership, [or] limited liability
 
11 company, or limited liability partnership name, trade name,
 
12 trademark, or service mark.
 
13      (b)  The director may make, amend, and repeal such rules as
 
14 may be necessary to carry out the purposes of this section."
 
15      SECTION 24.  Section 425-14, Hawaii Revised Statutes, is
 
16 amended to read as follows:
 
17      "§425-14  Cancellation of registration.  (a)  If any general
 
18 partnership fails or neglects for a period of two years to file
 
19 any annual statement as required by this part, the director of
 
20 commerce and consumer affairs may cancel the registration or the
 
21 certificate, as the case may be, of such partnership.  The
 
22 cancellation of such registration or certificate shall not
 

 
 
 
Page 35                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1 relieve the partners of liability for the penalties for the
 
 2 failure to file any statement or certificates required by this
 
 3 part.
 
 4      (b)  Within ninety days after the involuntary cancellation
 
 5 of a general partnership occurring before July 1, 1999, or within
 
 6 two years of an involuntary cancellation occurring on or after
 
 7 July 1, 1999, under this section, the registration statement of
 
 8 the general partnership may be reinstated by the director upon
 
 9 written application executed by any partner of the general
 
10 partnership setting forth such information as the director may
 
11 require, and the payment of all delinquent fees, penalties,
 
12 assessments, taxes, costs of involuntary cancellation, and the
 
13 filing of all statements due and unfiled.  Within the applicable
 
14 reinstatement period, should the name of the general partnership,
 
15 or a name substantially identical thereto be registered or
 
16 reserved by another corporation, partnership, limited liability
 
17 company, or limited liability partnership, or should such name or
 
18 a name substantially identical thereto be registered as a trade
 
19 name, trademark, or service mark, then reinstatement shall be
 
20 allowed only upon the registration of a new name by the general
 
21 partnership pursuant to the amendment provisions of this
 
22 chapter."
 

 
 
 
Page 36                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      SECTION 25.  Section 425-164, Hawaii Revised Statutes, is
 
 2 amended by amending subsection (b) to read as follows:
 
 3      "(b)  No certificate of a limited liability partnership or
 
 4 registration for a foreign limited liability partnership shall be
 
 5 accepted by the director if the name of the partnership:
 
 6      (1)  Is the same as, or substantially identical to, the name
 
 7           of any domestic corporation [or], domestic partnership,
 
 8           domestic limited liability company, or domestic limited
 
 9           liability partnership, [whether general, limited, or
 
10           limited liability, domestic, or foreign, previously
 
11           authorized or registered to do business] existing or
 
12           registered under the laws of the State, or [with] any
 
13           foreign corporation, foreign partnership, foreign
 
14           limited liability company, or foreign limited liability
 
15           partnership authorized to transact business in the
 
16           State, or any trade name, service mark, or trademark
 
17           [previously] registered [under the laws of the] in this
 
18           State, or a name the exclusive right to which is, at
 
19           the time, reserved, except that this provision shall
 
20           not apply if the partnership applying or registration
 
21           files with the director [any one] either of the
 
22           following:
 

 
 
 
Page 37                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1           (A)  The written consent of the holder of the
 
 2                registered or reserved name to use the same or
 
 3                substantially identical name, and one or more
 
 4                words are added to make the name distinguishable
 
 5                from the other name; or
 
 6           (B)  A certified copy of a final decree of a court of
 
 7                competent jurisdiction establishing the prior
 
 8                right of the foreign limited liability partnership
 
 9                to use the name in this State; and
 
10      (2)  In the case of a foreign limited liability partnership,
 
11           is not transliterated into letters of the English
 
12           alphabet, if the name is not in English."
 
13      SECTION 26.  Section 425-171, Hawaii Revised Statutes, is
 
14 amended to read as follows:
 
15      "[[]§425-171[]]  Cancellation of registration.  (a)  If any
 
16 limited liability partnership or foreign limited liability
 
17 partnership fails or neglects for a period of two years to file
 
18 any annual statement as required by this part, the director may
 
19 cancel the registration of the partnership.  The cancellation of
 
20 the registration shall not relieve the partners of liability for
 
21 the penalties due to the State for the failure to file any
 
22 statement or certificates required by this part.
 

 
 
 
Page 38                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      (b)  Within ninety days after the involuntary cancellation
 
 2 of a domestic or foreign limited liability partnership occurring
 
 3 before July 1, 1999, or within two years of an involuntary
 
 4 cancellation occurring on or after July 1, 1999, under this
 
 5 section, the registration statement of the domestic or foreign
 
 6 limited liability partnership may be reinstated by the director
 
 7 upon written application executed by any partner of the limited
 
 8 liability partnership setting forth such information as the
 
 9 director may require, and the payment of all delinquent fees,
 
10 penalties, assessments, taxes, costs of involuntary cancellation,
 
11 and the filing of all statements due and unfiled.  Within the
 
12 applicable reinstatement period, should the name of the limited
 
13 liability partnership, or a name substantially identical thereto,
 
14 be registered or reserved by another corporation, partnership,
 
15 limited liability company, or limited liability partnership, or
 
16 should such name or a name substantially identical thereto be
 
17 registered as a trade name, trademark, or service mark, then
 
18 reinstatement shall be allowed only upon the registration of a
 
19 new name by the limited liability partnership pursuant to the
 
20 amendment provisions of this chapter."
 
21      SECTION 27.  Section 425-178, Hawaii Revised Statutes, is
 
22 amended by amending subsection (c) to read as follows:
 

 
 
 
Page 39                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      "(c) For purposes of subsection (a) a limited liability
 
 2 partnership is a professional partnership if it is engaged in the
 
 3 delivery of professional services under chapters 442, 448, 453,
 
 4 455, 457, [458,] 459, 460, 461, 463E, 465, 466, and 471."
 
 5      SECTION 28.  Section 425D-102, Hawaii Revised Statutes, is
 
 6 amended to read as follows:
 
 7      "§425D-102  Name.(a)  The name of each limited partnership
 
 8 as set forth in its certificate of limited partnership:
 
 9      (1)  May not contain the name of a limited partner unless:
 
10           (A)  It is also the name of a general partner or the
 
11                corporate name of a corporate general partner[,];
 
12                or
 
13           (B)  The business of the limited partnership had been
 
14                carried on under that name before the admission of
 
15                that limited partner;
 
16      (2)  Shall not be the same as, or substantially identical
 
17           to, the name of any domestic corporation, domestic
 
18           partnership, [or] domestic limited liability company,
 
19           or domestic limited liability partnership existing or
 
20           registered under the laws of this State, any foreign
 
21           corporation, foreign partnership, [or] foreign limited
 
22           liability company, or foreign limited liability
 

 
 
 
Page 40                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1           partnership authorized to transact business in this
 
 2           State, or any trade name, trademark, or service mark
 
 3           [previously] registered in this State, or a name the
 
 4           exclusive right to which is, at the time, reserved, or
 
 5           the name of a partnership which has in effect a
 
 6           registration of its partnership name as provided in
 
 7           this chapter, except that this provision shall not
 
 8           apply if the applicant filed with the director either
 
 9           of the following:
 
10           (A)  The written consent of the other partnership or
 
11                holder of a reserved or registered name to use the
 
12                same or substantially identical name, and one or
 
13                more words [may be] are added to make the name
 
14                distinguishable from the other name[,]; or
 
15           (B)  A certified copy of a final decree of a court of
 
16                competent jurisdiction establishing the prior
 
17                right of the applicant to the use of the name in
 
18                this State."
 
19      SECTION 29.  Section 425D-203.6, Hawaii Revised Statutes, is
 
20 amended by amending subsection (b) to read as follows:
 
21      "(b)  Within ninety days after the involuntary cancellation
 
22 of a certificate of the limited partnership occurring before July
 

 
 
 
Page 41                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1 1, 1999, or within two years after a involuntary cancellation
 
 2 occurring on or after July 1, 1999, under this section, the
 
 3 certificate of limited partnership may be reinstated by the
 
 4 director upon written application executed by any general partner
 
 5 of the limited partnership setting forth such information as the
 
 6 director may require, and the payment of all delinquent fees,
 
 7 penalties, assessments, taxes, costs of involuntary cancellation,
 
 8 and the filing of all statements due and unfiled.  Within the
 
 9 [ninety-day] applicable reinstatement period, should the name of
 
10 the limited partnership, or a name substantially identical
 
11 thereto, be registered or reserved by another corporation,
 
12 partnership, [or] limited liability company, or limited liability
 
13 partnership, or should such name or a name substantially
 
14 identical thereto be registered as a trade name, trademark, or
 
15 service mark, then reinstatement shall be allowed only upon the
 
16 registration of a new name by the [involuntarily canceled]
 
17 limited partnership pursuant to the amendment provisions of this
 
18 chapter."
 
19      SECTION 30.  Section 425D-904, Hawaii Revised Statutes, is
 
20 amended by amending subsection (a) to read as follows:
 
21      "(a)  No registration for a foreign limited partnership
 
22 shall be accepted by the director if the name of such foreign
 
23 limited partnership:
 

 
Page 42                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      (1)  Is the same as, or substantially identical to, the name
 
 2           of any domestic [or foreign] corporation, domestic
 
 3           partnership [whether general or limited, or], domestic
 
 4           limited liability company, or domestic limited
 
 5           liability partnership, [previously authorized or]
 
 6           existing or registered to do business under the laws of
 
 7           [the] this State, or any foreign corporation, foreign
 
 8           partnership, foreign limited liability company, or
 
 9           foreign limited liability partnership authorized to
 
10           transact business in this State, or [with] any trade
 
11           name, service mark, or trademark [previously]
 
12           registered [under the laws of the] in this State, or a
 
13           name the exclusive right to which is, at the time,
 
14           reserved, except that this provision shall not apply if
 
15           the foreign limited partnership applying for
 
16           registration files with the director [any one] either
 
17           of the following:
 
18           (A)  The written consent of the holder of the
 
19                registered or reserved name to use the same or
 
20                substantially identical name and one or more words
 
21                are added to make the name distinguishable from
 
22                the other name; or
 

 
 
 
Page 43                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1           (B)  A certified copy of a final decree of a court of
 
 2                competent jurisdiction establishing the prior
 
 3                right of the foreign limited partnership to the
 
 4                use of the name in this State; and
 
 5      (2)  Is not transliterated into letters of the English
 
 6           alphabet, if the name is not in English."
 
 7      SECTION 31.  Section 428-105, Hawaii Revised Statutes, is
 
 8 amended by amending subsection (b) to read as follows:
 
 9      "(b) Except as authorized by subsections (c) and (d), the
 
10 name of a limited liability company must not be the same as, or
 
11 substantially identical to:
 
12      (1)  The name of any corporation, partnership, [or] limited
 
13           liability company, or limited liability partnership
 
14           existing under the laws of this State;
 
15      (2)  The name of any foreign corporation, foreign
 
16           partnership, [or] foreign limited liability company, or
 
17           foreign limited liability partnership authorized to
 
18           transact business in this State;
 
19      (3)  A name the exclusive right to which is reserved under
 
20           the laws of this State;
 
21      (4)  A fictitious name approved under section 428-1005 for a
 
22           foreign limited liability company authorized to
 

 
 
 
Page 44                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1           transact business in this State because its real name
 
 2           is unavailable; or
 
 3      (5)  Any trade name, service mark, or trademark registered
 
 4           in this State."
 
 5      SECTION 32.  Section 428-905, Hawaii Revised Statutes, is
 
 6 amended by amending subsection (a) to read as follows:
 
 7      "(a)  After approval of the plan of merger under section
 
 8 428-904(c) and compliance with section 428-908, if applicable,
 
 9 unless the merger is abandoned under section 428-904(d), articles
 
10 of merger shall be signed on behalf of each limited liability
 
11 company and each other entity that is a party to the merger and
 
12 delivered to the director for filing.  The articles shall set
 
13 forth and contain:
 
14      (1)  The name and jurisdiction of formation or organization
 
15           of each of the entities that are parties to the merger;
 
16     [(2)  The plan of merger;
 
17      (3)] (2)  A statement, signed by each entity that is a party
 
18           to the merger, that the plan of merger was approved;
 
19     [(4)] (3)  As to each entity, the total authorized votes and
 
20           the number voted for and against the plan;
 
21     [(5)] (4)  The name and address of the surviving company;
 

 
 
 
 
 
Page 45                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1     [(6)] (5)  The effective date and time of the merger, which
 
 2           shall be not earlier than the date and time of filing
 
 3           of the articles of merger and not later than thirty
 
 4           days after the filing of the articles of merger;
 
 5     [(7)] (6)  If the surviving entity is a foreign limited
 
 6           liability company, it shall file with the director:
 
 7           (A)  An agreement that the surviving entity may be
 
 8                served with process in this State in any action or
 
 9                proceeding for the enforcement of any liability or
 
10                obligation of any entity previously subject to
 
11                suit in this State which is to merge;
 
12           (B)  An irrevocable appointment of a resident of this
 
13                State including the street address, as its agent
 
14                to accept service of process in any such
 
15                proceeding; and
 
16           (C)  An agreement for the enforcement, as provided in
 
17                this chapter, of the right of any dissenting
 
18                member, shareholder or partner to receive payment
 
19                for their interest against the surviving entity;
 
20                and
 
21     [(8)] (7)  A statement of compliance with section 428-908, if
 
22           applicable."
 

 
 
 
Page 46                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      SECTION 33.  Section 428-1005, Hawaii Revised Statutes, is
 
 2 amended by amending subsection (b) to read as follows:
 
 3      "(b)  Except as authorized by subsections (c) and (d), the
 
 4 name, including a fictitious name, of a foreign limited liability
 
 5 company shall not be the same as or substantially identical to:
 
 6      (1)  The name of any corporation, partnership, [or] limited
 
 7           liability company, or limited liability partnership
 
 8           existing under the laws of this State;
 
 9      (2)  The name of any foreign corporation, foreign
 
10           partnership, [or] foreign limited liability company, or
 
11           foreign limited liability partnership authorized to
 
12           transact business in this State;
 
13      (3)  A name, the exclusive right to which is reserved under
 
14           the laws of this State;
 
15      (4)  The fictitious name of another foreign limited
 
16           liability company authorized to transact business in
 
17           this State; or
 
18      (5)  Any trade name, service mark, or trademark registered
 
19           in this State."
 
20      SECTION 34.  Section 482-4, Hawaii Revised Statutes, is
 
21 amended by amending subsection (a) to read as follows:
 

 
 
 
 
 
Page 47                                                    1078
                                     H.B. NO.           H.D. 1
                                                        
                                                        

 
 1      "(a)  It shall be unlawful for any person to adopt or use a
 
 2 print, label, trademark, service mark, or trade name which is
 
 3 identical to or confusingly similar with any registered print,
 
 4 label, trademark, service mark, or trade name, or the name of any
 
 5 partnership, corporation, [or] limited liability company, or
 
 6 limited liability partnership registered in accordance with the
 
 7 laws on partnerships, corporations, [or] limited liability
 
 8 companies[.], or limited liability partnerships."
 
 9      SECTION 35. Statutory material to be repealed is bracketed.
 
10 New statutory material is underscored.
 
11      SECTION 36. This Act shall take effect upon its approval.