§425E-102  Definitions.  Asused in this chapter:

"Certificate of limited partnership"means the certificate required by section425E-201.  The term includes the certificate as amended or restated.

"Contribution", except in the phrase"right of contribution", means any benefit provided by a person to alimited partnership in order to become a partner or in the person's capacity asa partner.

"Debtor in bankruptcy" means a personthat is the subject of:

(1)  An order for relief under Title 11 of the UnitedStates Code or a comparable order under a successor statute of generalapplication; or

(2)  A comparable order under federal, state, orforeign law governing insolvency.

"Director" means the director of thedepartment of commerce and consumer affairs.

"Distribution" means a transfer ofmoney or other property from a limited partnership to a partner in thepartner's capacity as a partner or to a transferee on account of a transferableinterest owned by the transferee.

"Entity" includes domestic and foreigncorporations, domestic professional corporations, domestic and foreign limitedliability companies, domestic and foreign nonprofit corporations, domestic andforeign business trusts, estates, domestic and foreign partnerships, domesticand foreign limited partnerships, domestic and foreign limited liabilitypartnerships, trusts, two or more persons having joint or common economicinterest, associations and cooperative associations, and state, federal, andforeign governments.

"Foreign limited liability limitedpartnership" means a foreign limited partnership whose general partnershave limited liability for the obligations of the foreign limited partnershipunder a provision similar to section 425E-404(c).

"Foreign limited partnership" means apartnership formed under the laws of a jurisdiction other than this State andrequired by those laws to have one or more general partners and one or morelimited partners.  The term includes a foreign limited liability limitedpartnership.

"General partner" means:

(1)  With respect to a limited partnership, a personthat:

(A)  Becomes a general partner under section425E-401; or

(B)  Was a general partner in a limitedpartnership when the limited partnership became subject to this chapter undersection 425E-1204(a) or (b); and

(2)  With respect to a foreign limited partnership, aperson that has rights, powers, and obligations similar to those of a generalpartner in a limited partnership.

"Individual" means a natural person.

"Limited liability limited partnership",except in the phrase "foreign limited liability limited partnership",means a limited partnership whose certificate of limited partnership statesthat the limited partnership is a limited liability limited partnership.

"Limited partner" means:

(1)  With respect to a limited partnership, a personthat:

(A)  Becomes a limited partner under section425E-301; or

(B)  Was a limited partner in a limitedpartnership when the limited partnership became subject to this chapter undersection 425E-1204(a) or (b); and

(2)  With respect to a foreign limited partnership, aperson that has rights, powers, and obligations similar to those of a limitedpartner in a limited partnership.

"Limited partnership", except in thephrases "foreign limited partnership" and "foreign limitedliability limited partnership", means an entity, having one or moregeneral partners and one or more limited partners, which is formed under thischapter by two or more persons or becomes subject to this chapter under article11 or section 425E-1204(a) or (b).  The term includes a limited liabilitylimited partnership.

"Partner" means a limited partner orgeneral partner.

"Partnership agreement" means thepartners' agreement, whether oral, implied, in a record, or in any combination,concerning the limited partnership.  The term includes the agreement asamended.

"Person" includes any individual orentity.

"Person dissociated as a generalpartner" means a person dissociated as a general partner of a limitedpartnership.

"Principal office" means the officewhere the principal executive office of a limited partnership or foreignlimited partnership is located, whether or not the office is located in thisState.

"Record" means information that isinscribed on a tangible medium or that is stored in an electronic or othermedium and is retrievable in perceivable form.

"Registered office" means the officethat a domestic or foreign limited partnership is required to register andmaintain under section 425E-114.

"Required information" means theinformation that a limited partnership is required to maintain under section425E-111.

"Sign" means to execute or adopt atangible symbol with the present intent to authenticate a record or to attachor logically associate an electronic symbol, sound, or process to or with arecord with the present intent to authenticate the record.

"State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or anyterritory or insular possession subject to the jurisdiction of the United States.

"This State" means the State of Hawaii.

"Transfer" includes an assignment,conveyance, deed, bill of sale, lease, mortgage, security interest,encumbrance, gift, and transfer by operation of law.

"Transferable interest" means apartner's right to receive distributions.

"Transferee" means a person to whichall or part of a transferable interest has been transferred, whether or not thetransferor is a partner. [L 2003, c 210, pt of §1; am L 2004, c 121, §35; am L2006, c 184, §20]