PART IX. CONVERSIONS AND MERGERS

 

§428-901  Definitions.  In this part:

"Association" means an associationorganized under chapter 421 or 421C.

"Corporation" means a corporationunder the Hawaii Business Corporation Act, chapter 414, a predecessor law, orcomparable law of another jurisdiction.

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

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

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

"Merger" means the procedureauthorized by this part in which one domestic or foreign entity combines withone or more domestic or foreign entities resulting in either one survivingentity or one new entity.

"Organizing articles" means:

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

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

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

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

"Other business entity" means acorporation, general partnership, limited partnership, limited liabilitypartnership,  or association.

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

"Partner" includes a general partnerand a limited partner.

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

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

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

 

Cross References

 

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