TITLE 23 - CORPORATIONS AND PARTNERSHIPS
- CHAPTER 414 - FROM MODEL BUSINESS CORPORATION ACT
- §414-1 - Short title.
- §414-2 - Reservation of power to amend or repeal.
- §414-3 - Definitions.
- §414-4 - Notice.
- §414-5 - Number of shareholders.
- §414-6 - Department director; powers.
- §414-11 - Filing requirements.
- §414-12 - Forms.
- §414-13 - Filing, service, and copying fees.
- §414-14 - Effective time and date of document.
- §414-15 - Correcting filed document.
- §414-16 - Filing duty of department director.
- §414-17 - Appeal from department director's refusal to file document.
- §414-18 - Evidentiary effect of copy of filed document.
- §414-19 - Certificates and certified copies to be received in evidence.
- §414-20 - Penalty for signing false document.
- §414-31 - Incorporators.
- §414-32 - Articles of incorporation.
- §414-33 - Incorporation.
- §414-34 - Liability for pre-incorporation transactions.
- §414-35 - Organization of corporation.
- §414-36 - Bylaws.
- §414-37 - Emergency bylaws.
- §414-41 - Purposes.
- §414-42 - General powers.
- §414-43 - Emergency powers.
- §414-44 - Ultra vires.
- §414-51 - Corporate name.
- §414-52 - Reserved name.
- §414-53 - Administrative order of abatement for infringement of corporate name.
- §414-61 - Registered office and registered agent.
- §414-62 - Designation or change of registered office or registered agent.
- §414-63 - Resignation of registered agent.
- §414-64 - Service on corporation.
- §414-71 - Authorized shares.
- §414-72 - Terms of class or series determined by board of directors.
- §414-73 - Issued and outstanding shares.
- §414-74 - Fractional shares.
- §414-81 - Subscription for shares before incorporation.
- §414-82 - Issuance of shares.
- §414-83 - Liability of shareholders.
- §414-84 - Share dividends.
- §414-85 - Share options.
- §414-86 - Form and content of certificates.
- §414-87 - Shares without certificates.
- §414-88 - Restriction on transfer of shares and other securities.
- §414-89 - Expense of issue.
- §414-101 - Shareholders' preemptive rights.
- §414-102 - Corporation's acquisition of its own shares.
- §414-111 - Distributions to shareholders.
- §414-121 - Annual meeting.
- §414-122 - Special meeting.
- §414-123 - Court-ordered meeting.
- §414-124 - Action without meeting.
- §414-125 - Notice of meeting.
- §414-126 - Waiver of notice.
- §414-127 - Record date.
- §414-141 - Shareholders' list for meeting.
- §414-142 - Voting entitlement of shares.
- §414-143 - Proxies.
- §414-144 - Shares held by nominees.
- §414-145 - Corporation's acceptance of votes, etc.
- §414-146 - Quorum and voting requirements for voting groups.
- §414-147 - Action by single and multiple voting groups.
- §414-148 - Greater quorum or voting requirements.
- §414-149 - Voting for directors; cumulative voting.
- §414-161 - Voting trusts.
- §414-162 - Voting agreements.
- §414-163 - Shareholder agreements.
- §414-171 - Definitions.
- §414-172 - Standing.
- §414-173 - Demand.
- §414-174 - Stay of proceedings.
- §414-175 - Dismissal.
- §414-176 - Discontinuance or settlement.
- §414-177 - Payment of expenses.
- §414-178 - Applicability to foreign corporations.
- §414-191 - Requirement for and duties of board of directors.
- §414-192 - Qualifications of directors.
- §414-193 - Number and election of directors.
- §414-194 - Election of directors by certain classes of shareholders.
- §414-195 - Terms of directors generally.
- §414-196 - Staggered terms for directors.
- §414-197 - Resignation of directors.
- §414-198 - Removal of directors by shareholders.
- §414-199 - Removal of directors by judicial proceeding.
- §414-200 - Vacancy on board.
- §414-201 - Compensation of directors.
- §414-211 - Meetings.
- §414-212 - Action without meeting.
- §414-213 - Notice of meeting.
- §414-214 - Waiver of notice of meeting.
- §414-215 - Quorum and voting.
- §414-216 - Committees.
- §414-221 - General standards for directors.
- §414-222 - Limitation of liability of directors; shareholder approval required.
- §414-223 - Liability for unlawful distributions.
- §414-231 - Required officers.
- §414-232 - Duties of officers.
- §414-233 - Standards of conduct for officers.
- §414-234 - Resignation and removal of officers.
- §414-235 - Contract rights of officers.
- §414-241 - Definitions.
- §414-242 - Permissible indemnification.
- §414-243 - Mandatory indemnification.
- §414-244 - Advance for expenses.
- §414-245 - Court-ordered indemnification and advance for expenses.
- §414-246 - Determination and authorization of indemnification.
- §414-247 - Officers.
- §414-248 - Insurance.
- §414-249 - Variation by corporate action; application of subpart.
- §414-250 - Nonexclusivity of subpart.
- §414-261 - Definitions.
- §414-262 - Judicial action.
- §414-263 - Directors' action.
- §414-264 - Shareholders' action.
- §414-271 - Conversion into and from corporations.
- §414-272 - Articles of conversion.
- §414-273 - REPEALED.
- §414-274 - Effect of conversion.
- §414-281 - Authority to amend.
- §414-282 - Amendment by board of directors.
- §414-283 - Amendment by board of directors and shareholders.
- §414-284 - Voting on amendments by voting groups.
- §414-285 - Amendment before issuance of shares.
- §414-286 - Articles of amendment.
- §414-287 - Restated or amended and restated articles of incorporation.
- §414-288 - Amendment pursuant to reorganization.
- §414-289 - Effect of amendment.
- §414-301 - Amendment by board of directors or shareholders.
- §414-302 - Bylaw increasing quorum or voting requirement for shareholders.
- §414-303 - Bylaw increasing quorum or voting requirement for directors.
- §414-310 - Definitions.
- §414-311.6 - Foreign mergers.
- §414-311 - Merger.
- §414-312 - Share exchange.
- §414-313 - Action plan.
- §414-314 - Merger of subsidiary.
- §414-315 - Articles of merger or share exchange.
- §414-316 - Effect of merger or share exchange.
- §414-317 - REPEALED.
- §414-318 - Merger of subsidiary corporations.
- §414-319 - REPEALED.
- §414-331 - Sale of assets in regular course of business and mortgage of assets.
- §414-332 - Sale of assets other than in regular course of business.
- §414-341 - Definitions.
- §414-342 - Right to dissent.
- §414-343 - Dissent by nominees and beneficial owners.
- §414-351 - Notice of dissenters' rights.
- §414-352 - Notice of intent to demand payment.
- §414-353 - Dissenters' notice.
- §414-354 - Duty to demand payment.
- §414-355 - Share restrictions.
- §414-356 - Payment.
- §414-357 - Failure to take action.
- §414-358 - After-acquired shares.
- §414-359 - Procedure if shareholder dissatisfied with payment or offer.
- §414-371 - Court action.
- §414-372 - Court costs and counsel fees.
- §414-381 - Dissolution by incorporators or initial directors.
- §414-382 - Dissolution by board of directors and shareholders.
- §414-383 - Articles of dissolution.
- §414-384 - Revocation of dissolution.
- §414-385 - Effect of dissolution.
- §414-386 - Known claims against dissolved corporation.
- §414-387 - Unknown claims against dissolved corporation.
- §414-401 - Grounds for administrative dissolution.
- §414-402 - Procedure for and effect of administrative dissolution and effect of expiration.
- §414-403 - Reinstatement following administrative dissolution.
- §414-404 - Appeal from denial of reinstatement.
- §414-411 - Grounds for judicial dissolution.
- §414-412 - Procedure for judicial dissolution.
- §414-413 - Receivership or custodianship.
- §414-414 - Decree of dissolution.
- §414-415 - Election to purchase in lieu of dissolution.
- §414-421 - Deposit with director of finance.
- §414-422 - Trustees or receivers for dissolved corporations; appointment; powers; duties.
- §414-431 - Authority to transact business required.
- §414-432 - Consequences of transacting business without authority.
- §414-433 - Application for certificate of authority.
- §414-434 - Change of name by foreign corporation.
- §414-435 - Effect of certificate of authority.
- §414-436 - Corporate name of foreign corporation.
- §414-437 - Registered office and registered agent of foreign corporation.
- §414-438 - Change of registered office or registered agent of foreign corporation.
- §414-439 - Resignation of registered agent of foreign corporation.
- §414-440 - Service on foreign corporation.
- §414-441 - Application to corporations heretofore authorized to transact business in this State.
- §414-451 - Withdrawal of foreign corporation.
- §414-461 - Grounds for revocation.
- §414-462 - Procedure for and effect of revocation.
- §414-463 - Appeal from revocation.
- §414-470 - Books and records.
- §414-472 - Annual report.
- §414-473 - Penalties imposed upon corporations.
- §414-481 - Application to existing domestic corporations.
- §414-482 - Application to qualified foreign corporations.
- §414-483 - Savings provision.
- §414-484 - Severability.
- CHAPTER 414D - HAWAII NONPROFIT CORPORATIONS ACT
- §414D-1 - Short title.
- §414D-2 - Reservation of power to amend or repeal.
- §414D-3 - Filing requirements.
- §414D-4 - Forms.
- §414D-5 - Filing, service, and copying fees.
- §414D-6 - Effective time and date of document.
- §414D-7 - Correcting filed document.
- §414D-8 - Filing duty of the department director.
- §414D-9 - Appeal from the department director's refusal to file document.
- §414D-10 - Evidentiary effect of copy of filed document.
- §414D-11 - Certificates and certified copies to be received in evidence.
- §414D-12 - Penalty for signing false document.
- §414D-13 - Department director; powers.
- §414D-14 - Definitions.
- §414D-15 - Notice.
- §414D-16 - Private foundations.
- §414D-17 - Judicial relief.
- §414D-18 - Miscellaneous charges.
- §414D-19 - Shares of stock and dividends prohibited; compensation; distribution.
- §414D-20 - Notice to the attorney general of commencement of proceeding.
- §414D-31 - Incorporators.
- §414D-32 - Articles of incorporation.
- §414D-33 - Incorporation.
- §414D-34 - Liability for preincorporation transactions.
- §414D-35 - Organization of corporation.
- §414D-36 - Bylaws.
- §414D-37 - Emergency bylaws and powers.
- §414D-51 - Purposes.
- §414D-52 - General powers.
- §414D-53 - Emergency powers.
- §414D-54 - Ultra vires.
- §414D-61 - Corporate name.
- §414D-62 - Reserved name.
- §414D-63 - REPEALED.
- §414D-64 - Administrative order of abatement for infringement of corporate name.
- §414D-71 - Registered office and registered agent.
- §414D-72 - Designation or change of registered office or registered agent.
- §414D-73 - Resignation of registered agent.
- §414D-74 - Service on corporation.
- §414D-81 - Admission.
- §414D-82 - Consideration.
- §414D-83 - No requirement of members.
- §414D-84 - Differences in rights and obligations of members.
- §414D-85 - Member's liability to third parties.
- §414D-86 - Member's liability for dues, assessments, and fees.
- §414D-87 - Creditor's action against member.
- §414D-88 - REPEALED.
- §414D-89 - .
- §414D-89 - Termination, expulsion, and suspension.
- §414D-90 - Derivative suits.
- §414D-91 - Delegates.
- §414D-101 - Annual and regular meetings.
- §414D-102 - Special meetings.
- §414D-103 - Court-ordered meetings.
- §414D-104 - Action by written consent.
- §414D-105 - Notice of meeting.
- §414D-106 - Waiver of notice.
- §414D-107 - Record date; determining members entitled to notice and vote.
- §414D-108 - REPEALED.
- §414D-109 - Members' list for meeting.
- §414D-110 - Voting entitlement generally.
- §414D-111 - Quorum requirements.
- §414D-112 - Voting requirements.
- §414D-113 - Proxies.
- §414D-114 - Cumulative voting for directors.
- §414D-115 - Other methods of electing directors.
- §414D-116 - Corporation's acceptance of votes.
- §414D-117 - Voting agreements.
- §414D-131 - Requirement for and duties of the board.
- §414D-132 - Qualifications of directors.
- §414D-133 - Number of directors.
- §414D-134 - Election, designation, and appointment of directors.
- §414D-135 - Terms of directors generally.
- §414D-136 - Staggered terms for directors.
- §414D-137 - Resignation of directors.
- §414D-138 - Removal of directors elected by members or directors.
- §414D-139 - Removal of designated or appointed directors.
- §414D-140 - Removal of directors by judicial proceeding.
- §414D-141 - Vacancy on board.
- §414D-142 - Compensation of directors.
- §414D-143 - Regular and special meetings.
- §414D-144 - Action without meeting.
- §414D-145 - Call and notice of meetings.
- §414D-146 - Waiver of notice of meeting.
- §414D-147 - Quorum and voting.
- §414D-148 - Committees of the board.
- §414D-149 - General standards for directors.
- §414D-150 - Director conflict of interest.
- §414D-151 - Loans to or guaranties for directors and officers.
- §414D-152 - Liability for unlawful distributions.
- §414D-153 - Required officers.
- §414D-154 - Duties and authority of officers.
- §414D-155 - Standards of conduct for officers.
- §414D-156 - Resignation and removal of officers.
- §414D-157 - Contract rights of officers.
- §414D-158 - Officers' authority to execute documents.
- §414D-159 - Definitions.
- §414D-160 - Authority to indemnify.
- §414D-161 - Mandatory indemnification.
- §414D-162 - Advance for expenses.
- §414D-163 - Court-ordered indemnification.
- §414D-164 - Determination and authorization of indemnification.
- §414D-165 - Indemnification of officers, employees, and agents.
- §414D-166 - Insurance.
- §414D-167 - Application of this part.
- §414D-181 - Authority to amend.
- §414D-182 - Procedure to amend articles of incorporation.
- §414D-183 - Articles of amendment.
- §414D-184 - Restated, amended and restated, articles of incorporation.
- §414D-185 - Amendment pursuant to judicial reorganization.
- §414D-186 - Effect of amendment and restatement.
- §414D-187 - Bylaws.
- §414D-188 - Approval by third persons.
- §414D-200 - Definitions.
- §414D-201.5 - Foreign mergers.
- §414D-201 - Merger.
- §414D-202 - Action on plan by board, members, and third persons.
- §414D-203 - Articles of merger.
- §414D-204 - Effect of merger.
- §414D-205 - REPEALED.
- §414D-206 - Bequests, devises, and gifts.
- §414D-207 - Conversions into and from corporations.
- §414D-208 - Articles of conversion.
- §414D-209 - REPEALED.
- §414D-210 - Effect of conversion.
- §414D-211 - Limitations on merger by public benefit corporations.
- §414D-221 - Sale of assets in regular course of activities and mortgage of assets.
- §414D-222 - Sale of assets other than in regular course of activities.
- §414D-231 - Prohibited distributions.
- §414D-232 - Authorized distributions.
- §414D-233 - Notice to the attorney general of intention to dissolve.
- §414D-241 - Dissolution by incorporators, initial directors, and third persons.
- §414D-242 - Dissolution by directors, members, and third persons.
- §414D-243 - Articles of dissolution.
- §414D-244 - Revocation of dissolution.
- §414D-245 - .
- §414D-245 - Effect of dissolution.
- §414D-246 - Known claims against dissolved corporation.
- §414D-247 - Unknown claims against dissolved corporation.
- §414D-248 - Grounds for administrative dissolution.
- §414D-249 - Procedure for and effect of administrative dissolution and effect of expiration.
- §414D-250 - Reinstatement following administrative dissolution.
- §414D-251 - Appeal from denial of reinstatement.
- §414D-252 - Grounds for judicial dissolution.
- §414D-253 - Procedure for judicial dissolution.
- §414D-254 - Receivership or custodianship.
- §414D-255 - Decree of dissolution.
- §414D-256 - Deposit with director of finance.
- §414D-271 - Authority to transact business required.
- §414D-272 - Consequences of transacting business without authority.
- §414D-273 - Application for certificate of authority.
- §414D-274 - Change of name by foreign corporation.
- §414D-275 - Effect of certificate of authority.
- §414D-276 - Corporate name of foreign corporation.
- §414D-277 - Registered office and registered agent of foreign corporation.
- §414D-278 - Change of registered office or registered agent of foreign corporation.
- §414D-279 - Resignation of registered agent of foreign corporation.
- §414D-280 - Service on foreign corporation.
- §414D-281 - Application to corporations heretofore authorized to transact business in this State.
- §414D-282 - Withdrawal of foreign corporation.
- §414D-283 - Grounds for revocation of certificate of authority.
- §414D-284 - Procedure and effect of revocation.
- §414D-285 - Appeal from revocation.
- §414D-301 - Corporate records.
- §414D-302 - Inspection of records by members.
- §414D-303 - Scope of inspection rights.
- §414D-304 - Court-ordered inspection.
- §414D-305 - Limitations on use of membership list.
- §414D-306 - Financial statements for members.
- §414D-307 - Report of indemnification to members.
- §414D-308 - Annual report.
- §414D-311 - Superseding chapters.
- §414D-321 - Application to existing domestic corporations.
- §414D-322 - Application to qualified foreign corporations.
- §414D-323 - Saving provisions.
- §414D-324 - Severability.
- CHAPTER 414E - CONTROL SHARE ACQUISITIONS
- CHAPTER 415 - HAWAII BUSINESS CORPORATION ACT
- CHAPTER 415A - PROFESSIONAL CORPORATION ACT
- §415A-1 - Title.
- §415A-2 - Definitions.
- §415A-3 - Purposes.
- §415A-4 - Prohibited activities.
- §415A-5 - General powers.
- §415A-6 - Rendering professional services.
- §415A-7 - Right of corporation to acquire its own shares.
- §415A-8.5 - Administrative order of abatement for infringement of corporate name.
- §415A-8 - Corporate name.
- §415A-9 - Issuance and transfer of shares; share certificates.
- §415A-10 - Death or disqualification of a shareholder.
- §415A-11 - Responsibility for professional services.
- §415A-12 - Professional relationships; privileged communications.
- §415A-13 - Voting of shares.
- §415A-14.5 - Incorporators.
- §415A-14.6 - Articles of incorporation.
- §415A-14.7 - Filing of documents, effective date.
- §415A-14 - .
- §415A-14 - Directors and officers.
- §415A-15 - Amendments to articles of incorporation.
- §415A-16.5 - Conversion into and from professional corporations.
- §415A-16.6 - Articles of conversion.
- §415A-16.7 - REPEALED.
- §415A-16.8 - Effect of conversion.
- §415A-16 - Merger and share exchange.
- §415A-17 - Termination of professional activities.
- §415A-18.5 - Trustees or receivers for dissolved professional corporations; appointment; powers; duties.
- §415A-18 - Administrative dissolution; expiration; reinstatement.
- §415A-19 to 21 - REPEALED.
- §415A-22 - Annual report.
- §415A-23 - REPEALED.
- §415A-24 - Interrogatories by director.
- §415A-25 - Penalties.
- §415A-26 - REPEALED.
- §415A-27 - Application of business corporation act.
- §415A-28 - Application to existing corporations.
- §415A-29 - Reservation of power.
- §415A-30 - Effect of repeal of prior acts.
- §415A-31 - Effect of invalidity of part of this chapter.
- CHAPTER 415B - HAWAII NONPROFIT CORPORATION ACT
- CHAPTER 416 - CORPORATIONS, GENERALLY
- CHAPTER 417 - CONSOLIDATION AND MERGER OF CORPORATIONS
- CHAPTER 417E - [NEW] CORPORATE TAKE-OVERS
- §417E-1 - Definitions.
- §417E-2 - Registration of take-over offers.
- §417E-3 - Filing of solicitation materials.
- §417E-4 - Fraudulent and deceptive practices.
- §417E-5 - Limitations on offerors.
- §417E-6 - Administration, rules and orders.
- §417E-7 - Fees and expenses.
- §417E-8 - Injunctions.
- §417E-9 - Penalties.
- §417E-10 - Civil liabilities.
- §417E-11 - Application of securities law.
- CHAPTER 418 - FOREIGN CORPORATIONS
- CHAPTER 419 - CORPORATIONS SOLE FOR ECCLESIASTICAL PURPOSES
- §419-1 - Formation of corporation sole for ecclesiastical purposes.
- §419-2 - Articles of incorporation; contents.
- §419-3 - Powers of corporation sole.
- §419-4 - Amendment of articles.
- §419-5 - Name of incumbent; change in incumbency.
- §419-6 - Distribution of assets; inspection of books.
- §419-7 - Duration.
- §419-8 - Dissolution.
- §419-9 - Corporations sole heretofore formed; general laws.
- CHAPTER 420 - BUSINESS DEVELOPMENT CORPORATIONS
- CHAPTER 421 - AGRICULTURAL COOPERATIVE ASSOCIATIONS
- §421-1 - Definitions.
- §421-2 - Purposes.
- §421-3 - Qualifications of incorporators.
- §421-4 - Articles of incorporation.
- §421-5 - Name.
- §421-6 - Filing and recording articles of incorporation, etc.
- §421-7 - Amendments of articles of incorporation.
- §421-8 - Bylaws.
- §421-9 - Powers.
- §421-10 - Members.
- §421-11 - Membership or stock certificates, transfers, dividends, preferred stock.
- §421-12 - General and special meetings; how called.
- §421-13 - Directors.
- §421-14 - Removal of director.
- §421-15 - Officers.
- §421-16 - Removal of officer.
- §421-17 - Referendum.
- §421-18 - Contracts between association and members.
- §421-19 - Misdemeanor to induce breach of marketing contract to cooperative association; spreading false reports about the management or finances thereof.
- §421-20 - Associations are not in restraint of trade.
- §421-21.5 - REPEALED.
- §421-21.6 - Mergers; procedures; approval by members.
- §421-21 - Voluntary dissolution.
- §421-22 - Annual report.
- §421-23 - Taxation.
- §421-24 - Application to existing association.
- §421-25 - General corporation laws, when applicable.
- §421-26 - REPEALED.
- §421-27 - REPEALED.
- CHAPTER 421C - CONSUMER COOPERATIVE ASSOCIATIONS
- §421C-1 - Definitions.
- §421C-2 - Purpose.
- §421C-3 - Stock and nonstock associations; general corporation laws, when applicable.
- §421C-11.5 - Articles.
- §421C-11 - Forms.
- §421C-12 - Bylaws; contents.
- §421C-13 - Meetings, etc.
- §421C-14 - One member, one vote.
- §421C-15 - No proxy.
- §421C-16 - Absentee voting.
- §421C-17 - Removal of directors.
- §421C-18 - Removal of officers.
- §421C-19 - Limitations on interest-dividends.
- §421C-20 - Admission to membership.
- §421C-21 - Issuance of stock and membership certificates.
- §421C-22 - Transfer of shares and membership; withdrawal.
- §421C-23 - Recall of member's holdings.
- §421C-24 - Expulsion.
- §421C-25 - Allocation and distribution of net savings.
- §421C-26 - Cooperative agreements.
- §421C-27 - Bonding.
- §421C-28 - Books; review.
- §421C-29 - Annual report.
- §421C-30 - Voluntary dissolution, etc.
- §421C-31 - Merger.
- §421C-32 - Associations and agreements are not in restraint of trade.
- §421C-33 - Volunteers exempted.
- §421C-34 - Use of name "cooperative"; penalty.
- §421C-35 - Construction of chapter.
- §421C-36 - Exemption of voting stock from registration.
- §421C-37 - Existing cooperatives.
- §421C-41 - Annual report of unclaimed property.
- §421C-42 - Disposition of non-escheat patronage refunds.
- CHAPTER 421G - LIMITED‑EQUITY HOUSING COOPERATIVES
- CHAPTER 421H - LIMITED-EQUITY HOUSING COOPERATIVES
- CHAPTER 421I - COOPERATIVE HOUSING CORPORATIONS
- §421I-1 - Cooperative housing corporation; defined.
- §421I-2 - Amendment of bylaws.
- §421I-3 - Board of directors; election.
- §421I-4 - Proxies.
- §421I-5 - Meetings of the board of directors.
- §421I-6 - Documents of the corporation.
- §421I-7 - Shareholder list.
- §421I-8 - Notification of assessment increases.
- §421I-9 - Mediation and arbitration of disputes.
- §421I-10 - Applicability of other laws.
- §421I-11 - Application of Hawaii business corporation act.
- §421I-12 - Employees of cooperative housing corporations; background checks.
- CHAPTER 421J - PLANNED COMMUNITY ASSOCIATIONS
- §421J-1.5 - Interpretation.
- §421J-1 - Scope.
- §421J-2 - Definitions.
- §421J-3 - Board of directors.
- §421J-4 - Proxies.
- §421J-5 - Meetings of the board of directors; committee or subcommittee.
- §421J-6 - Robert's Rules of Order.
- §421J-7.5 - Restatement of association documents.
- §421J-7 - Documents of the association.
- §421J-8 - Membership list.
- §421J-9 - Notification of assessment increases.
- §421J-10 - Attorneys' fees and expenses of enforcement.
- §421J-11 - Applicability of other laws.
- §421J-12 - Amendment of association documents when no procedure provided.
- §421J-13 - Mediation of disputes.
- §421J-14 - First annual meeting of association.
- CHAPTER 422 - FISH MARKETING ASSOCIATIONS
- CHAPTER 423 - DENTAL SERVICE CORPORATIONS
- CHAPTER 424 - OPTOMETRIC SERVICE CORPORATIONS
- CHAPTER 425 - PARTNERSHIPS
- §425-1.5 - Filing in office of the director; effective time and date.
- §425-1.6 - Filing requirements; filing duty of the director.
- §425-1.7 - Correcting a filed document.
- §425-1.8 - Execution of statements.
- §425-1 - Registration and annual statements.
- §425-2 - Forms to be furnished by director.
- §425-3.5 - Activities not constituting transacting business.
- §425-3 - Foreign partnerships, powers and liabilities.
- §425-4 - Partnership between husband and wife; prima facie proof.
- §425-5 - Minors and incompetent persons.
- §425-6 - Partnership name.
- §425-7 - Partnership name; change of.
- §425-8 - Reservation of partnership name.
- §425-9 - Statement of dissolution.
- §425-10 - Taxes, etc.
- §425-11 - Record of statements.
- §425-12 - Fee for filing documents and issuing certificates.
- §425-13 - Personal liability and penalty.
- §425-14 - Cancellation of registration.
- §425-15 - Not applicable to corporations.
- §425-16 - Fees, government realizations.
- §425-17 - Withdrawal procedure for foreign general partnership.
- §425-18 - Registered office and registered agent.
- §425-19 - Designation or change of registered office or registered agent.
- §425-20 - Resignation of registered agent.
- §425-21 to 52 - REPEALED.
- §425-71 to 77 - REPEALED.
- §425-101 to 143 - REPEALED.
- §425-102 - Knowledge and notice.
- §425-103 - Effect of partnership agreement; nonwaivable provisions.
- §425-104 - Supplemental principles of law.
- §425-105 - Recording and notification of statements.
- §425-106 - Governing law.
- §425-107 - Partnership subject to amendment or repeal of chapter.
- §425-108 - Partnership as entity.
- §425-109 - Formation of partnership.
- §425-110 - Partnership property.
- §425-111 - When property is partnership property.
- §425-112 - Partner agent of partnership.
- §425-113 - Transfer of partnership property.
- §425-114 - Partnership registration statement.
- §425-115 - Statement of denial.
- §425-116 - Partnership liable for partner's actionable conduct.
- §425-117 - Partner's liability.
- §425-118 - Actions by and against partnership and partners.
- §425-119 - Liability of purported partner.
- §425-120 - Partner's rights and duties.
- §425-121 - Distributions in kind.
- §425-122 - Partner's rights and duties with respect to information.
- §425-123 - General standards of partner's conduct.
- §425-124 - Actions by partnership and partners.
- §425-125 - Continuation of partnership beyond definite term or particular undertaking.
- §425-126 - Partner not co-owner of partnership property.
- §425-127 - Partner's transferable interest in partnership.
- §425-128 - Transfer of partner's transferable interest.
- §425-129 - Partner's transferable interest subject to charging order.
- §425-130 - Events causing partner's dissociation.
- §425-131 - Partner's power to dissociate; wrongful dissociation.
- §425-132 - Effect of partner's dissociation.
- §425-133 - Purchase of dissociated partner's interest.
- §425-134 - Dissociated partner's power to bind and liability to partnership.
- §425-135 - Dissociated partner's liability to other persons.
- §425-136 - Statement of dissociation.
- §425-137 - Continued use of partnership name.
- §425-138 - Events causing dissolution and winding up of partnership business.
- §425-139 - Partnership continues after dissolution.
- §425-140 - Right to wind up partnership business.
- §425-141 - Partner's power to bind partnership after dissolution.
- §425-142 - Statement of dissolution.
- §425-143 - Partner's liability to other partners after dissolution.
- §425-144 - Settlement of accounts and contributions among partners.
- §425-145 - REPEALED.
- §425-151 - Name.
- §425-152 - Limited liability partnerships; formation.
- §425-153 - Statement of qualification.
- §425-154 - Amending and restating, amending, and restating the statement of qualification; voluntary cancellation.
- §425-155 - Status as limited liability partnership; cancellation.
- §425-156 - Foreign limited liability partnerships.
- §425-157 - Law governing foreign limited liability partnership.
- §425-158 - Statement of foreign qualification.
- §425-159 - Amending, restating, and amending and restating the statement of foreign qualification; voluntary cancellation.
- §425-160 - Status as qualified foreign limited liability partnership; cancellation.
- §425-161 - Foreign limited liability partnerships; effect of failure to qualify.
- §425-162 - Foreign limited liability partnerships; activities not constituting the transaction of business.
- §425-163 - Annual report.
- §425-164 - Revocation of statement of qualification.
- §425-165 , 166 - REPEALED.
- §425-167 - Correction of filed documents.
- §425-168 - Fee for recording.
- §425-169 - Revocation if instrument dishonored.
- §425-170 - REPEALED.
- §425-171 - Action by director.
- §425-172 - Personal liability and penalty.
- §425-173 - Transition rules for limited liability partnerships and foreign limited liability partnerships under prior law.
- §425-151 to 180 - REPEALED.
- §425-192 - Conversion into and from partnerships or limited liability partnerships.
- §425-193 - Articles of conversion.
- §425-194 - REPEALED.
- §425-195 - Effect of conversion.
- §425-196 - Administrative order of abatement for infringement of partnership name.
- §425-197 - Uniformity of application and construction.
- §425-198 - Short title.
- §425-201 - Definitions.
- §425-202 - Foreign mergers.
- §425-203 - Merger of general partnerships and limited liability partnerships.
- §425-204 - Articles of merger.
- §425-205 - Effect of merger.
- §425-206 - REPEALED.
- CHAPTER 425D - UNIFORM LIMITED PARTNERSHIP ACT
- CHAPTER 425E - UNIFORM LIMITED PARTNERSHIP ACT
- §425E-101 - Short title.
- §425E-102 - Definitions.
- §425E-103 - Knowledge and notice.
- §425E-104 - Nature, purpose, and duration of entity.
- §425E-105 - Powers.
- §425E-106 - Governing law.
- §425E-107 - Supplemental principles of law; rate of interest.
- §425E-108 - .
- §425E-108 - Name.
- §425E-109 - Reserved name.
- §425E-110 - Effect of partnership agreement; nonwaivable provisions.
- §425E-111 - Required information.
- §425E-112 - Business transactions between a partner and the partnership.
- §425E-113 - Dual capacity.
- §425E-114 - Registered office and registered agent.
- §425E-115 - Designation or change of registered office or registered agent.
- §425E-116 - Resignation of registered agent.
- §425E-117 - Service on the partnership.
- §425E-118 - Consent and proxies of partners.
- §425E-201 - Certificate of limited partnership.
- §425E-202 - Amendment or restatement of certificate.
- §425E-203 - Statement of termination.
- §425E-204 - Execution of records.
- §425E-205 - Signing and filing pursuant to judicial order.
- §425E-206.5 - Filing requirements; filing duty of the director.
- §425E-206 - Filing in the office of the director; effective time and date.
- §425E-207 - Correcting a filed document.
- §425E-208 - Liability for false information in a filed record.
- §425E-209 - Certificates and certified copies to be received in evidence.
- §425E-210 - Annual statement.
- §425E-211 - Fees for filing documents and issuing certificates.
- §425E-301 - Limited partner.
- §425E-302 - No right or power as limited partner to bind limited partnership.
- §425E-303 - Liability as a limited partner.
- §425E-304 - Right of limited partner and former limited partner to information.
- §425E-305 - Limited duties of limited partners.
- §425E-306 - Person erroneously believing self to be a limited partner.
- §425E-401 - General partner.
- §425E-402 - General partner is an agent of the limited partnership.
- §425E-403 - Limited partnership liable for general partner's actionable conduct.
- §425E-404 - General partner's liability.
- §425E-405 - Actions by and against partnership and partners.
- §425E-406 - Management rights of general partners.
- §425E-407 - Right of general partner and former general partner to information.
- §425E-408 - General standards of a general partner's conduct.
- §425E-501 - Form of contribution.
- §425E-502 - Liability for contribution.
- §425E-503 - Sharing of distributions.
- §425E-504 - Interim distributions.
- §425E-505 - No distribution on account of dissociation.
- §425E-506 - Distribution in kind.
- §425E-507 - Right to distribution.
- §425E-508 - Limitations on distribution.
- §425E-509 - Liability for improper distributions.
- §425E-601 - Dissociation as a limited partner.
- §425E-602 - Effect of dissociation as a limited partner.
- §425E-603 - Dissociation as a general partner.
- §425E-604 - Person's power to dissociate as a general partner; wrongful dissociation.
- §425E-605 - Effect of dissociation as a general partner.
- §425E-606 - Power to bind, and liability to, limited partnership before dissolution of partnership of a person dissociated as general partner.
- §425E-607 - Liability to other persons of person dissociated as a general partner.
- §425E-701 - Partner's transferable interest.
- §425E-702 - Transfer of partner's transferable interest.
- §425E-703 - Rights of creditors of partners or transferees.
- §425E-704 - Power of estate of deceased partner.
- §425E-801 - Nonjudicial dissolution.
- §425E-802 - Judicial dissolution.
- §425E-803 - Winding up.
- §425E-804 - Power of general partner and person dissociated as general partner to bind partnership after dissolution.
- §425E-805 - Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partners.
- §425E-806 - Known claims against dissolved limited partnership.
- §425E-807 - Other claims against dissolved limited partnership.
- §425E-808 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
- §425E-809 - Administrative cancellation.
- §425E-810 - Reinstatement following administrative cancellation.
- §425E-811 - Appeal from denial of reinstatement.
- §425E-812 - Disposition of assets; when contributions required.
- §425E-901 - Governing law.
- §425E-902 - Application for certificate of authority.
- §425E-903 - Activities not constituting transacting business.
- §425E-904 - Issuance of certificate of authority.
- §425E-905 - Name.
- §425E-906 - Cancellation of certificate of authority.
- §425E-907 - Certificate of withdrawal; effect of failure to have certificate.
- §425E-908 - Changes and amendments.
- §425E-1001 - Direct action by a partner.
- §425E-1002 - Derivative action.
- §425E-1003 - Proper plaintiff.
- §425E-1004 - Pleading.
- §425E-1005 - Proceeds and expenses.
- §425E-1101 - Definitions.
- §425E-1102 - Conversion into or from limited partnerships.
- §425E-1103 - Articles of conversion.
- §425E-1104 - Effective date of the conversion.
- §425E-1105 - Effect of conversion.
- §425E-1106 - Merger.
- §425E-1107 - Articles of merger.
- §425E-1108 - Effective date of the merger.
- §425E-1109 - Effect of merger.
- §425E-1110 - Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.
- §425E-1111 - Liability of general partners after conversion or merger.
- §425E-1112 - Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
- §425E-1113 - Article not exclusive.
- §425E-1114 - Foreign mergers.
- §425E-1201 - Uniformity of application and construction.
- §425E-1202 - Severability clause.
- §425E-1203 - Relation to Electronic Signatures in Global and National Commerce Act.
- §425E-1204 - Application to existing relationships.
- §425E-1205 - Savings clause.
- §425E-1206 - Personal liability and penalty.
- CHAPTER 425R - REGISTERED AGENTS ACT]
- §425R-1 - Definitions.
- §425R-2 - Fees.
- §425R-3 - Addresses in filings.
- §425R-4 - Appointment of registered agent.
- §425R-5 - Listing of commercial registered agent.
- §425R-6 - Termination of listing of commercial registered agent.
- §425R-7 - Change of registered agent by entity.
- §425R-8 - Change of name or address by noncommercial registered agent.
- §425R-9 - Change of name, address, or type of organization by commercial registered agent.
- §425R-10 - Resignation of registered agent.
- §425R-11 - Duties of registered agent.
- §425R-12 - Jurisdiction and venue.
- §425R-13 - Relation to Electronic Signatures in Global and National Commerce Act.