§414-412 Procedure for judicial dissolution. (a) Venue for a proceeding by the attorney general to dissolve a corporation lies in circuit court. Venue for a proceeding brought by any other party named in section 414-411 lies in the county where a corporation's principal office is or was located (or, if none in this State, in the city and county of Honolulu).
(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
(d) Within ten days after the commencement of a proceeding under section 414-411(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under section 414-415 and accompanied by a copy of section 414-415. [L 2000, c 244, pt of §1; am L 2009, c 55, §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.