PART IX. 
CONVERSIONS AND MERGERS



 



§428-901  Definitions.  In this part:



"Association" means an association
organized under chapter 421 or 421C.



"Corporation" means a corporation
under the Hawaii Business Corporation Act, chapter 414, a predecessor law, or
comparable law of another jurisdiction.



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



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



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



"Merger" means the procedure
authorized by this part in which one domestic or foreign entity combines with
one or more domestic or foreign entities resulting in either one surviving
entity or one new entity.



"Organizing articles" means:



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



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



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



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



"Other business entity" means a
corporation, general partnership, limited partnership, limited liability
partnership,  or association.



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



"Partner" includes a general partner
and a limited partner.



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



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



"Shareholder" means a shareholder in
a 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.