§414-316 Effect of merger or share exchange. (a) When a merger takes effect:
(1) Every other entity that is a party to the merger merges into the surviving entity and the separate existence of every entity except the surviving entity ceases;
(2) The title to all real estate and other property owned by each entity that is a party to the merger is vested in the surviving entity without reversion or impairment;
(3) The surviving entity has all liabilities of each entity that is a party to the merger;
(4) A proceeding pending against any entity that is a party to the merger may be continued as if the merger did not occur or the surviving entity may be substituted in the proceeding for the entity whose existence ceased;
(5) The organizing articles of the surviving entity are amended to the extent provided in the plan of merger and indicated in the articles of merger; and
(6) The shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving entity or into cash or other property are converted, and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under part XIV.
(b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under part XIV.
(c) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the designated office, service of process may be made upon the surviving entity by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:
(1) The date the surviving entity receives the process, notice, or demand;
(2) The date shown on the return receipt, if signed on behalf of the surviving entity; or
(3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed. [L 2000, c 244, pt of §1; am L 2002, c 41, §10; am L 2004, c 121, §11]
Structure Hawaii Revised Statutes
Title 23. Corporations and Partnerships
414. Hawaii Business Corporation Act
414-2 Reservation of power to amend or repeal.
414-6 Department director; powers.
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.
414-32 Articles of incorporation.
414-34 Liability for pre-incorporation transactions.
414-35 Organization of corporation.
414-53 Administrative order of abatement for infringement of corporate name.
414-62 Designation or change of registered agent.
414-63 Resignation of registered agent.
414-64 Service on corporation.
414-72 Terms of class or series determined by board of directors.
414-73 Issued and outstanding shares.
414-81 Subscription for shares before incorporation.
414-83 Liability of shareholders.
414-86 Form and content of certificates.
414-87 Shares without certificates.
414-88 Restriction on transfer of shares and other securities.
414-101 Shareholders' preemptive rights.
414-102 Corporation's acquisition of its own shares.
414-111 Distributions to shareholders.
414-123 Court-ordered meeting.
414-124 Action without meeting.
414-141 Shareholders' list for meeting.
414-142 Voting entitlement of shares.
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.
414-163 Shareholder agreements.
414-176 Discontinuance or settlement.
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.
414-201 Compensation of directors.
414-212 Action without meeting.
414-214 Waiver of notice of meeting.
414-221 General standards for directors.
414-222 Limitation of liability of directors; shareholder approval required.
414-223 Liability for unlawful distributions.
414-233 Standards of conduct for officers.
414-234 Resignation and removal of officers.
414-235 Contract rights of officers.
414-242 Permissible indemnification.
414-243 Mandatory indemnification.
414-245 Court-ordered indemnification and advance for expenses.
414-246 Determination and authorization of indemnification.
414-249 Variation by corporate action; application of subpart.
414-250 Nonexclusivity of subpart.
414-271 Conversion into and from corporations.
414-272 Articles of conversion.
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.
414-301 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.
414-315 Articles of merger or share exchange.
414-316 Effect of merger or share exchange.
414-318 Merger of subsidiary corporations.
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.
414-343 Dissent by nominees and beneficial owners.
414-351 Notice of dissenters' rights.
414-352 Notice of intent to demand payment.
414-354 Duty to demand payment.
414-357 Failure to take action.
414-358 After-acquired shares.
414-359 Procedure if shareholder dissatisfied with payment or offer.
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 agent of foreign corporation.
414-438 Change of 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.
414-473 Penalties imposed upon corporations.
414-481 Application to existing domestic corporations.