REPORT TITLE:
Business Registration


DESCRIPTION:
Clarifies and updates the business registration laws. (SD1)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                        1140
THE SENATE                              S.B. NO.           S.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 below, each corporation shall continuously
 
 6 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 to 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 to the
 
19                registered office.
 

 
Page 2                                                     1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 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)  A representation that after the change or changes are
 
20           made, the street addresses of its registered office and
 
21           the business office of its registered agent will be
 
22           identical.
 
23      (b)  If the street address of the registered agent's
 

 
Page 3                                                     1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 4                                                     1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 5                                                     1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1      (1)  The name of the corporation;
 
 2      (2)  The street address of its current registered office;
 
 3      (3)  If the current registered office is to be changed, the
 
 4           street address of the new registered office;
 
 5      (4)  The name of its current registered agent;
 
 6      (5)  If the current registered agent is to be changed, the
 
 7           name of the new registered agent and the new agent's
 
 8           written consent to the appointment. This consent may be
 
 9           indicated on or attached to the statement of change;
 
10           and
 
11      (6)  A representation that after the change or changes are
 
12           made, the street addresses of its registered office and
 
13           the business office of its registered agent will be
 
14           identical.
 
15      (b)  If the street address of the registered agent's
 
16 business office changes, the registered agent may change the
 
17 street address of the corporation's registered office by
 
18 notifying the corporation in writing of the change, and
 
19 delivering to the director for filing a statement that complies
 
20 with the requirements of subsection (a), states that the
 
21 corporation has been notified of the change, and is signed by the
 
22 registered agent.
 
23      §415B-    Resignation of registered agent.  (a)  A
 

 
Page 6                                                     1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 7                                                     1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 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 4.  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
 
23           partnership authorized to transact business in this
 

 
Page 8                                                     1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 9                                                     1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 10                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 11                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 12                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 13                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1     (10)  To cancel or otherwise affect the right of the holders
 
 2           of the shares of any class to receive dividends which
 
 3           have accrued but have not been declared;
 
 4     (11)  To divide any preferred or special class of shares,
 
 5           whether issued or unissued, into series and fix and
 
 6           determine the designations of the series and the
 
 7           variations in the relative rights and preferences as
 
 8           between the shares of the series;
 
 9     (12)  To authorize the board of directors to establish, out
 
10           of authorized but unissued shares, series of any
 
11           preferred or special class of shares and fix and
 
12           determine the relative rights and preferences of the
 
13           shares of any series so established;
 
14     (13)  To authorize the board of directors to fix and
 
15           determine the relative rights and preferences of the
 
16           authorized but unissued shares of series theretofore
 
17           established in respect of which either the relative
 
18           rights and preferences have not been fixed and
 
19           determined or the relative rights and preferences
 
20           theretofore fixed and determined are to be changed;
 
21     (14)  To revoke, diminish, or enlarge the authority of the
 
22           board of directors to establish series out of
 
23           authorized but unissued shares of any preferred or
 

 
Page 14                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1           special class and fix and determine the relative rights
 
 2           and preferences of the shares of any series so
 
 3           established; or
 
 4     (15)  To limit, deny, or grant to shareholders of any class
 
 5           the preemptive right to acquire additional shares of
 
 6           the corporation, whether then or thereafter
 
 7           authorized."
 
 8      SECTION 8.  Section 415-61, Hawaii Revised Statutes, is
 
 9 amended to read as follows:
 
10      "§415-61  Articles of amendment.  The articles of amendment
 
11 shall be delivered to and filed by the director and shall set
 
12 forth:
 
13      (1)  The name of the corporation;
 
14      (2)  The amendments so adopted which shall be identified by
 
15           the numerical or other designation thereof in the
 
16           articles of incorporation;
 
17      (3)  The date of the adoption of the amendment by the
 
18           shareholders, or by the board of directors without
 
19           shareholder action;
 
20      (4)  The number of shares outstanding, the number of shares
 
21           entitled to vote thereon, and if the shares of any
 
22           class are entitled to vote;
 
23      (5)  The number of shares voted for and against the
 

 
Page 15                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1           amendment respectively, and, if the shares of any class
 
 2           are entitled to vote thereon as a class, the number of
 
 3           shares of each such class voted for and against the
 
 4           amendment, respectively, or if no vote of shareholders
 
 5           was taken, a statement to that effect and that
 
 6           shareholder action was not required; and
 
 7      (6)  If the amendment provides for an exchange,
 
 8           reclassification, or cancellation of issued shares,
 
 9           [and if the manner in which the same shall be effected
 
10           is not set forth in the amendment, then] a statement
 
11           [of the manner in which the same shall be effected.]
 
12           that provisions necessary to effect the exchange,
 
13           reclassification, or cancellation have been made."
 
14      SECTION 9.  Section 415-74, Hawaii Revised Statutes, is
 
15 amended by amending subsection (a) to read as follows:
 
16      "(a)  Upon receiving the approvals required by sections
 
17 415-71, 415-72, 415-72A, and 415-73, articles of merger or
 
18 articles of consolidation shall be delivered to the director for
 
19 filing and shall set forth:
 
20      (1)  [The] A statement that the plan of merger, or the plan
 
21           of consolidation[;] has been approved and signed by the
 
22           board of directors of each corporation involved in the
 
23           merger or consolidation;
 

 
Page 16                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1      (2)  Either (A) a statement that the vote of shareholders is
 
 2           not required by virtue of section 415-73(e), or (B) as
 
 3           to each corporation, the approval of whose shareholders
 
 4           is required, the number of shares outstanding, and, if
 
 5           the shares of any class were entitled to vote as a
 
 6           class, the designation and number of outstanding shares
 
 7           of each class; [and]
 
 8      (3)  As to each corporation the approval of whose
 
 9           shareholders is required, the number of shares voted
 
10           for and against the plan, respectively, and, if the
 
11           shares of any class are entitled to vote as a class,
 
12           the number of shares of each class voted for and
 
13           against the plan, respectively[.]; and
 
14      (4)  A statement indicating the changes in the articles of
 
15           incorporation of the surviving corporation to be
 
16           effected by the merger or consolidation."
 
17      SECTION 10.  Section 415-75, Hawaii Revised Statutes, is
 
18 amended by amending subsection (c) to read as follows:
 
19      "(c)  Articles of merger shall be delivered to the director
 
20 for filing and shall set forth:
 
21      (1)  [The] A statement that the plan of merger[;] has been
 
22           approved and signed by the board of directors of the
 
23           surviving corporation;
 

 
Page 17                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1      (2)  The number of outstanding shares of each class of the
 
 2           subsidiary corporation and the number of shares of each
 
 3           class owned by the surviving corporation; and
 
 4      (3)  The date a copy of the [mailing] plan of merger is
 
 5           mailed to shareholders of the subsidiary corporation
 
 6           entitled to receive the plan [of a copy of the plan of
 
 7           merger]."
 
 8      SECTION 11.  Section 415-75.5, Hawaii Revised Statutes, is
 
 9 amended by amending subsection (c) to read as follows:
 
10      "(c)  Articles of merger shall be delivered to the director
 
11 for filing and shall set forth:
 
12      (1)  [The] A statement that the plan of merger[;] has been
 
13           approved and signed by the board of directors of the
 
14           parent corporation;
 
15      (2)  The number of outstanding shares of each class of any
 
16           nonsurviving subsidiary corporation and the number of
 
17           such shares of each class owned by the parent
 
18           corporation; and
 
19      (3)  The date a copy of the [mailing] plan of merger is
 
20           mailed to shareholders of any nonsurviving subsidiary
 
21           corporation entitled to receive the plan [of a copy of
 
22           the plan of merger]."
 
23      SECTION 12.  Section 415-95, Hawaii Revised Statutes, is
 

 
Page 18                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1 amended by amending subsection (e) to read as follows:
 
 2      "(e)  Within ninety days after the involuntary dissolution
 
 3 of a corporation occurring before July 1, 1999, or within two
 
 4 years after an involuntary dissolution occurring after June 30,
 
 5 1999, under this section, the corporation may be reinstated by
 
 6 the director upon written application executed by any two
 
 7 officers of the corporation setting forth such information as the
 
 8 director may require, and the payment of all delinquent fees,
 
 9 penalties, assessments, taxes, costs of involuntary dissolution,
 
10 and the filing of all reports due and unfiled.  Within the
 
11 [ninety-day] applicable reinstatement period, should the name of
 
12 the corporation, or a name substantially identical thereto be
 
13 registered or reserved by another corporation, partnership, [or]
 
14 limited liability company, or limited liability partnership, or
 
15 should such name or a name substantially identical thereto be
 
16 registered as a trade name, trademark, or service mark, then
 
17 reinstatement shall be allowed only upon the registration of a
 
18 new name by the involuntarily dissolved corporation pursuant to
 
19 the amendment provisions of this chapter."
 
20      SECTION 13. Section 415-108, Hawaii Revised Statutes, is
 
21 amended to read as follows:
 
22      "§415-108  Corporate name of foreign corporation.  No
 
23 certificate of authority shall be issued to a foreign corporation
 

 
Page 19                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1 unless its corporate name:
 
 2      (1)  Is not the same as, or substantially identical to, the
 
 3           name of any domestic corporation, domestic partnership,
 
 4           [or] domestic limited liability company, or domestic
 
 5           limited liability partnership existing under the laws
 
 6           of this State or any foreign corporation, foreign
 
 7           partnership, [or] foreign limited liability company, or
 
 8           foreign limited liability partnership authorized to
 
 9           transact business in this State, or any trade name,
 
10           trademark, or service mark registered in this State, or
 
11           a name the exclusive right to which is, at the time,
 
12           reserved in the manner provided in this chapter, except
 
13           that this provision shall not apply if the foreign
 
14           corporation applying for a certificate of authority
 
15           files with the director any one of the following:
 
16           (A)  The written consent of such other corporation or
 
17                holder of a reserved or registered name to use the
 
18                same or substantially identical name and one or
 
19                more words are added to make the name
 
20                distinguishable from the other name;
 
21           (B)  A certified copy of a final decree of a court of
 
22                competent jurisdiction establishing the prior
 
23                right of the foreign corporation to the use of the
 

 
Page 20                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1                name in this State; or
 
 2           (C)  A copy of a certificate of registration of a trade
 
 3                name by the foreign corporation under which trade
 
 4                name that foreign corporation will transact
 
 5                business in this State; and
 
 6      (2)  Is transliterated into letters of the English alphabet,
 
 7 if the name is not in English."
 
 8      SECTION 14.  Section 415-125, Hawaii Revised Statutes, is
 
 9 amended to read as follows:
 
10      "§415-125  Annual report of domestic and foreign
 
11 corporations.  Each domestic corporation and each foreign
 
12 corporation authorized to transact business in this State shall
 
13 deliver to the director, within the time prescribed by this
 
14 chapter, an annual report signed by any authorized officer, or an
 
15 attorney- in-fact for an officer, or if the corporation is in the
 
16 hands of a receiver or trustee, by the receiver or trustee
 
17 setting forth:
 
18      (1)  The name of the corporation or foreign corporation and
 
19           the state or country under the laws of which it is
 
20           incorporated;
 
21      (2)  [The] Where the corporation is required by law to have
 
22           a registered office and registered agent in the State,
 
23           the street address of the domestic corporation's or
 

 
Page 21                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 22                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 23                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1           chapter 415, or the name of a corporation which has
 
 2           registered its corporate name as provided in [the
 
 3           Hawaii Business Corporation Act,] chapter 415; except
 
 4           that this section shall not apply if the applicant
 
 5           files with the director either of the following:
 
 6           (A)  The written consent of such other corporation or
 
 7                holder of a reserved or registered name to use the
 
 8                same or substantially identical name and one or
 
 9                more words are added to make the name
 
10                distinguishable from the other name, or
 
11           (B)  A certified copy of a final decree of a court of
 
12                competent jurisdiction establishing the prior
 
13                right of the applicant to use the name in this
 
14                State."
 
15      SECTION 16.  Section 415A-18, Hawaii Revised Statutes, is
 
16 amended by amending subsection (e) to read as follows:
 
17      "(e)  Within ninety days after the involuntary dissolution
 
18 of a professional corporation occurring before July 1, 1999, or
 
19 within two years of an involuntary dissolution occurring after
 
20 June 30, 1999, under this section, the corporation may be
 
21 reinstated by the director upon a written application executed by
 
22 any two officers of the corporation setting forth such
 
23 information as the director may require, and the payment of all
 

 
Page 24                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 25                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 26                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 27                                                    1140
                                     S.B. NO.           S.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 19.  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
 
23           affairs of the corporation, including any provision for
 

 
Page 28                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1           the distribution of assets on dissolution or final
 
 2           liquidation;
 
 3      (5)  The mailing address of the corporation's initial or
 
 4           principal office[;] and, if the corporation is required
 
 5           at the time of incorporation to have a registered
 
 6           office and registered agent in this State, the street
 
 7           address of the corporation's initial registered office
 
 8           and the name of its initial registered agent at that
 
 9           office; provided that where no specific street address
 
10           is available[, the mailing address, which may be a] for
 
11           the corporation's initial or principal office or for
 
12           the corporation's registered office, the rural route
 
13           post office or post office box designated or made
 
14           available by the United States Postal Service may be
 
15           listed;
 
16      (6)  The number of directors constituting the initial board
 
17           of directors and the names and residence addresses of
 
18           the individuals who are to serve as the initial
 
19           directors and initial officers; and
 
20      (7)  If a corporation has no members, that fact shall be set
 
21           forth.
 
22      (b)  It shall not be necessary to set forth in the articles
 
23 of incorporation any of the corporate powers enumerated in this
 

 
Page 29                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 30                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 31                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1 issued by the director."
 
 2      SECTION 22.  Section 415B-98, Hawaii Revised Statutes, is
 
 3 amended by amending subsection (f) to read as follows:
 
 4      "(f)  Within ninety days after the involuntary dissolution
 
 5 of a corporation occurring before July 1, 1999, or within two
 
 6 years of an involuntary dissolution occurring after June 30,
 
 7 1999, under this section, the corporation may be reinstated by
 
 8 the director upon written application executed by any two
 
 9 officers of the corporation setting forth such information as the
 
10 director may require, and the payment of all delinquent fees,
 
11 penalties, assessments, taxes, costs of involuntary dissolution,
 
12 and the filing of all reports due and unfiled.  Within the
 
13 [ninety-day] applicable reinstatement period, should the name of
 
14 the corporation, or a name substantially identical thereto be
 
15 registered or reserved by another corporation, partnership, [or]
 
16 limited liability company, or limited liability partnership, or
 
17 such name or a name substantially identical thereto be registered
 
18 as a trade name, trademark, or service mark, then reinstatement
 
19 shall be allowed only upon the registration of a new name by the
 
20 involuntarily dissolved corporation pursuant to the amendment
 
21 provisions of this chapter."
 
22      SECTION 23.  Section 415B-122, Hawaii Revised Statutes, is
 
23 amended to read as follows:
 

 
Page 32                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1      "§415B-122  Corporate name of foreign corporation.  No
 
 2 certificate of authority shall be issued to a foreign corporation
 
 3 unless its corporate name:
 
 4      (1)  Is not the same as, or substantially identical to, the
 
 5           name of any profit or nonprofit corporation,
 
 6           partnership, [or] limited liability company, or limited
 
 7           liability partnership existing under the laws of this
 
 8           State, or any profit or nonprofit foreign corporation,
 
 9           foreign partnership, [or] foreign limited liability
 
10           company, or foreign limited liability partnership
 
11           authorized to transact business or conduct affairs in
 
12           this State, or a corporate or trade name, trademark, or
 
13           service mark reserved or registered pursuant to the
 
14           laws of this State; and
 
15      (2)  Is transliterated into letters of the English alphabet,
 
16           if the name is not in English."
 
17      SECTION 24.  Section 425-6, Hawaii Revised Statutes, is
 
18 amended to read as follows:
 
19      "§425-6  Partnership name.  (a)  No statement or certificate
 
20 of any partnership having a name substantially identical with the
 
21 name of any corporation, partnership, [or] limited liability
 
22 company, or limited liability partnership registered to do
 
23 business under the laws of the State or with any trade name,
 

 
Page 33                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1 service mark, or trademark previously registered shall be
 
 2 recorded by the director.  The acceptance of a statement or
 
 3 certificate of a partnership for registration by the director
 
 4 shall not abrogate or limit any common law or other right of any
 
 5 person to any corporation, partnership, [or] limited liability
 
 6 company, or limited liability partnership name, trade name,
 
 7 trademark, or service mark.
 
 8      (b)  The director may make, amend, and repeal [such] rules
 
 9 [as] that may be necessary to carry out the purposes of this
 
10 section."
 
11      SECTION 25.  Section 425-14, Hawaii Revised Statutes, is
 
12 amended to read as follows:
 
13      "§425-14  Cancellation of registration.  (a)  If any general
 
14 partnership fails or neglects for a period of two years to file
 
15 any annual statement as required by this part, the director of
 
16 commerce and consumer affairs may cancel the registration or the
 
17 certificate, as the case may be, of [such] the partnership.  The
 
18 cancellation of [such] the registration or certificate shall not
 
19 relieve the partners of liability for the penalties for the
 
20 failure to file any statement or certificates required by this
 
21 part.
 
22      (b)  Within ninety days after the involuntary cancellation
 
23 of a general partnership occurring before July 1, 1999, or within
 
24 two years of an involuntary cancellation occurring after June 30,
 

 
Page 34                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1 1999, under this section, the registration statement of the
 
 2 general partnership may be reinstated by the director upon:
 
 3      (1)  Written application executed by any partner of the
 
 4           general partnership setting forth information that the
 
 5           director may require;
 
 6      (2)  The payment of all delinquent fees, penalties,
 
 7           assessments, taxes, and costs of involuntary
 
 8           cancellation; and
 
 9      (3)  The filing of all statements due and unfiled.
 
10 Within the applicable reinstatement period, if the name of the
 
11 general partnership, or a name substantially identical thereto is
 
12 registered or reserved by another corporation, partnership,
 
13 limited liability company, or limited liability partnership, or
 
14 if the name or a name substantially identical thereto is
 
15 registered as a trade name, trademark, or service mark, then
 
16 reinstatement shall be allowed only upon the registration of a
 
17 new name by the general partnership pursuant to the amendment
 
18 provisions of this chapter."
 
19      SECTION 26.  Section 425-164, Hawaii Revised Statutes, is
 
20 amended by amending subsection (b) to read as follows:
 
21      "(b)  No certificate of a limited liability partnership or
 
22 registration for a foreign limited liability partnership shall be
 
23 accepted by the director if the name of the partnership:
 

 
Page 35                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

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

 
Page 36                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1                competent jurisdiction establishing the prior
 
 2                right of the foreign limited liability partnership
 
 3                to use the name in this State; and
 
 4      (2)  In the case of a foreign limited liability partnership,
 
 5           is not transliterated into letters of the English
 
 6           alphabet, if the name is not in English."
 
 7      SECTION 27.  Section 425-171, Hawaii Revised Statutes, is
 
 8 amended to read as follows:
 
 9      "[[]§425-171[]]  Cancellation of registration.  (a)  If any
 
10 limited liability partnership or foreign limited liability
 
11 partnership fails or neglects for a period of two years to file
 
12 any annual statement as required by this part, the director may
 
13 cancel the registration of the partnership.  The cancellation of
 
14 the registration shall not relieve the partners of liability for
 
15 the penalties due to the State for the failure to file any
 
16 statement or certificates required by this part.
 
17      (b)  Within ninety days after the involuntary cancellation
 
18 of a domestic or foreign limited liability partnership occurring
 
19 before July 1, 1999, or within two years of an involuntary
 
20 cancellation occurring after June 30, 1999, under this section,
 
21 the registration statement of the domestic or foreign limited
 
22 liability partnership may be reinstated by the director upon:
 
23      (1)  Written application executed by any partner of the
 

 
Page 37                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1           limited liability partnership setting forth information
 
 2           that the director may require;
 
 3      (2)  The payment of all delinquent fees, penalties,
 
 4           assessments, taxes, costs of involuntary cancellation;
 
 5           and
 
 6      (3)  The filing of all statements due and unfiled.
 
 7 Within the applicable reinstatement period, if the name of the
 
 8 limited liability partnership, or a name substantially identical
 
 9 thereto, is registered or reserved by another corporation,
 
10 partnership, limited liability company, or limited liability
 
11 partnership, or if the name or a name substantially identical
 
12 thereto is registered as a trade name, trademark, or service
 
13 mark, then reinstatement shall be allowed only upon the
 
14 registration of a new name by the limited liability partnership
 
15 pursuant to the amendment provisions of this chapter."
 
16      SECTION 28.  Section 425-178, Hawaii Revised Statutes, is
 
17 amended by amending subsection (c) to read as follows:
 
18      "(c)  For purposes of subsection (a), a limited liability
 
19 partnership is a professional partnership if it is engaged in the
 
20 delivery of professional services under chapters 442, 448, 453,
 
21 455, 457, [458,] 459, 460, 461, 463E, 465, 466, and 471."
 
22      SECTION 29.  Section 425D-102, Hawaii Revised Statutes, is
 
23 amended by amending subsection (a) to read as follows:
 

 
Page 38                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1      "(a)  The name of each limited partnership as set forth in
 
 2 its certificate of limited partnership:
 
 3      (1)  May not contain the name of a limited partner unless:
 
 4           (A)  It is also the name of a general partner or the
 
 5                corporate name of a corporate general partner[,];
 
 6                or
 
 7           (B)  The business of the limited partnership had been
 
 8                carried on under that name before the admission of
 
 9                that limited partner;
 
10      (2)  Shall not be the same as, or substantially identical
 
11           to, the name of any domestic corporation, domestic
 
12           partnership, [or] domestic limited liability company,
 
13           or domestic limited liability partnership existing or
 
14           registered under the laws of this State, any foreign
 
15           corporation, foreign partnership, [or] foreign limited
 
16           liability company, or foreign limited liability
 
17           partnership authorized to transact business in this
 
18           State, or any trade name, trademark, or service mark
 
19           [previously] registered in this State, or a name the
 
20           exclusive right to which is, at the time, reserved, or
 
21           the name of a partnership which has in effect a
 
22           registration of its partnership name as provided in
 
23           this chapter, except that this provision shall not
 

 
Page 39                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1           apply if the applicant filed with the director either
 
 2           of the following:
 
 3           (A)  The written consent of the other partnership or
 
 4                holder of a reserved or registered name to use the
 
 5                same or substantially identical name, and one or
 
 6                more words [may be] 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 the use of the name in
 
11                this State."
 
12      SECTION 30.  Section 425D-203.6, Hawaii Revised Statutes, is
 
13 amended by amending subsection (b) to read as follows:
 
14      "(b)  Within ninety days after the involuntary cancellation
 
15 of a certificate of the limited partnership occurring before
 
16 July 1, 1999, or a involuntary cancellation occurring after
 
17 June 30, 1999, under this section, the certificate of limited
 
18 partnership may be reinstated by the director upon [written]:
 
19      (1)  Written application executed by any general partner of
 
20           the limited partnership setting forth such information
 
21           as the director may require[, and the];
 
22      (2)  The payment of all delinquent fees, penalties,
 
23           assessments, taxes, costs of involuntary cancellation[,
 

 
Page 40                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1           and the]; and
 
 2      (3)  The filing of all statements due and unfiled.
 
 3 Within the [ninety-day] applicable reinstatement period, should
 
 4 the name of the limited partnership, or a name substantially
 
 5 identical thereto, be registered or reserved by another
 
 6 corporation, partnership, [or] limited liability company, or
 
 7 limited liability partnership, or should [such] the name or a
 
 8 name substantially identical thereto be registered as a trade
 
 9 name, trademark, or service mark, then reinstatement shall be
 
10 allowed only upon the registration of a new name by the
 
11 [involuntarily canceled] limited partnership pursuant to the
 
12 amendment provisions of this chapter."
 
13      SECTION 31.  Section 425D-904, Hawaii Revised Statutes, is
 
14 amended by amending subsection (a) to read as follows:
 
15      "(a)  No registration for a foreign limited partnership
 
16 shall be accepted by the director if the name of such foreign
 
17 limited partnership:
 
18      (1)  Is the same as, or substantially identical to, the name
 
19           of any domestic [or foreign] corporation, domestic
 
20           partnership [whether general or limited, or], domestic
 
21           limited liability company, or domestic limited
 
22           liability partnership, [previously authorized or]
 
23           existing or registered to do business under the laws of
 

 
Page 41                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1           [the] this  State, or any foreign corporation, foreign
 
 2           partnership, foreign limited liability company, or
 
 3           foreign limited liability partnership authorized to
 
 4           transact business in this State, or [with] any trade
 
 5           name, service mark, or trademark [previously]
 
 6           registered [under the laws of the] in this State, or a
 
 7           name the exclusive right to which is, at the time,
 
 8           reserved, except that this provision shall not apply if
 
 9           the foreign limited partnership applying for
 
10           registration files with the director [any one] either
 
11           of the following:
 
12           (A)  The written consent of the holder of the
 
13                registered or reserved name to use the same or
 
14                substantially identical name and one or more words
 
15                are added to make the name distinguishable from
 
16                the other name; or
 
17           (B)  A certified copy of a final decree of a court of
 
18                competent jurisdiction establishing the prior
 
19                right of the foreign limited partnership to the
 
20                use of the name in this State; and
 
21      (2)  Is not transliterated into letters of the English
 
22           alphabet, if the name is not in English."
 
23      SECTION 32.  Section 428-105, Hawaii Revised Statutes, is
 

 
Page 42                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1 amended by amending subsection (b) to read as follows:
 
 2      "(b) Except as authorized by subsections (c) and (d), the
 
 3 name of a limited liability company [must] shall not be the same
 
 4 as, or substantially identical to:
 
 5      (1)  The name of any corporation, partnership, [or] limited
 
 6           liability company, or limited liability partnership
 
 7           existing under the laws of this State;
 
 8      (2)  The name of any foreign corporation, foreign
 
 9           partnership, [or] foreign limited liability company, or
 
10           foreign limited liability partnership authorized to
 
11           transact business in this State;
 
12      (3)  A name the exclusive right to which is reserved under
 
13           the laws of this State;
 
14      (4)  A fictitious name approved under section 428-1005 for a
 
15           foreign limited liability company authorized to
 
16           transact business in this State because its real name
 
17           is unavailable; or
 
18      (5)  Any trade name, service mark, or trademark registered
 
19           in this State."
 
20      SECTION 33.  Section 428-905, Hawaii Revised Statutes, is
 
21 amended by amending subsection (a) to read as follows:
 
22      "(a)  After approval of the plan of merger under section
 
23 428-904(c) and compliance with section 428-908, if applicable,
 

 
Page 43                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1 unless the merger is abandoned under section 428-904(d), articles
 
 2 of merger shall be signed on behalf of each limited liability
 
 3 company and each other entity that is a party to the merger and
 
 4 delivered to the director for filing.  The articles shall set
 
 5 forth and contain:
 
 6      (1)  The name and jurisdiction of formation or organization
 
 7           of each of the entities that are parties to the merger;
 
 8     [(2)  The plan of merger;
 
 9      (3)] (2)  A statement, signed by each entity that is a party
 
10           to the merger, that the plan of merger was approved;
 
11     [(4)] (3)  As to each entity, the total authorized votes and
 
12           the number voted for and against the plan;
 
13     [(5)] (4)  The name and address of the surviving company;
 
14     [(6)] (5)  The effective date and time of the merger, which
 
15           shall be not earlier than the date and time of filing
 
16           of the articles of merger and not later than thirty
 
17           days after the filing of the articles of merger;
 
18     [(7)] (6)  If the surviving entity is a foreign limited
 
19           liability company[, it shall file with the director;]:
 
20           (A)  An agreement that the surviving entity may be
 
21                served with process in this State in any action or
 
22                proceeding for the enforcement of any liability or
 
23                obligation of any entity previously subject to
 

 
Page 44                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1                suit in this State which is to merge;
 
 2           (B)  An irrevocable appointment of a resident of this
 
 3                State including the street address, as its agent
 
 4                to accept service of process in any such
 
 5                proceeding; and
 
 6           (C)  An agreement for the enforcement, as provided in
 
 7                this chapter, of the right of any dissenting
 
 8                member, shareholder or partner to receive payment
 
 9                for their interest against the surviving entity;
 
10                and
 
11     [(8)] (7)  A statement of compliance with section 428-908, if
 
12           applicable."
 
13      SECTION 34.  Section 428-1005, Hawaii Revised Statutes, is
 
14 amended by amending subsection (b) to read as follows:
 
15      "(b)  Except as authorized by subsections (c) and (d), the
 
16 name, including a fictitious name, of a foreign limited liability
 
17 company shall not be the same as or substantially identical to:
 
18      (1)  The name of any corporation, partnership, [or] limited
 
19           liability company, or limited liability partnership
 
20           existing under the laws of this State;
 
21      (2)  The name of any foreign corporation, foreign
 
22           partnership, [or] foreign limited liability company, or
 
23           foreign limited liability partnership authorized to
 

 
Page 45                                                    1140
                                     S.B. NO.           S.D. 1
                                                        
                                                        

 
 1           transact business in this State;
 
 2      (3)  A name, the exclusive right to which is reserved under
 
 3           the laws of this State;
 
 4      (4)  The fictitious name of another foreign limited
 
 5           liability company authorized to transact business in
 
 6           this State; or
 
 7      (5)  Any trade name, service mark, or trademark registered
 
 8           in this State."
 
 9      SECTION 35.  Section 482-4, Hawaii Revised Statutes, is
 
10 amended by amending subsection (a) to read as follows:
 
11      "(a)  It shall be unlawful for any person to adopt or use a
 
12 print, label, trademark, service mark, or trade name which is
 
13 identical to or confusingly similar with any registered print,
 
14 label, trademark, service mark, or trade name, or the name of any
 
15 partnership, corporation, [or] limited liability company, or
 
16 limited liability partnership registered in accordance with the
 
17 laws on partnerships, corporations, [or] limited liability
 
18 companies[.], or limited liability partnerships."
 
19      SECTION 36. Statutory material to be repealed is bracketed.
 
20 New statutory material is underscored.
 
21      SECTION 37. This Act shall take effect upon its approval. 
 
22 40