§414D-249 Procedure for and effect of administrative dissolution and effect of expiration. (a) If the department director determines that one or more grounds exist under section 414D-248 for dissolving a corporation, the department director shall give written notice of the department director's determination by mailing the notice to the corporation at its last known address appearing in the records of the department director.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the department director that each ground determined by the department director does not exist within sixty days after the date of mailing of the department director's written notice, the department director may administratively dissolve the corporation by signing a decree of dissolution that recites any grounds for dissolution and its effective date. The decree shall be filed in the department director's office.
(c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 414D-245 and notify its claimants under sections 414D-246 and 414D-247.
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
(e) If a corporation's period of duration specified in its articles of incorporation has expired, the corporation continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its business and affairs under section 414D-245 and notify claimants under sections 414D-246 and 414D-247.
(f) The corporation, at any time within two years of the expiration of its period of duration, may amend its articles of incorporation to extend its period of duration and, upon the amendment, the corporation may resume carrying on its activities as if the expiration had never occurred; provided that if the name of the corporation, or a name substantially identical is registered or reserved by another entity, or if that name or a name substantially identical is registered as a trade name, trademark, or service mark, the extension of its period of duration shall be allowed only upon the registration of a new name by the corporation pursuant to the amendment provisions of this chapter. [L 2001, c 105, pt of §1; am L 2003, c 124, §33; am L 2006, c 184, §12; am L 2008, c 54, §5; am L 2009, c 23, §5]
Structure Hawaii Revised Statutes
Title 23. Corporations and Partnerships
414D. Hawaii Nonprofit Corporations Act
414D-2 Reservation of power to amend or repeal.
414D-5 Filing, service, and copying fees.
414D-6 Effective time and date of document.
414D-7 Correcting filed document.
414D-8 Filing duty of the department director.
414D-9 Appeal from the department director's refusal to file document.
414D-10 Evidentiary effect of copy of filed document.
414D-11 Certificates and certified copies to be received in evidence.
414D-12 Penalty for signing false document.
414D-13 Department director; powers.
414D-18 Miscellaneous charges.
414D-19 Shares of stock and dividends prohibited; compensation; distribution.
414D-20 Notice to the attorney general of commencement of proceeding.
414D-32 Articles of incorporation.
414D-34 Liability for preincorporation transactions.
414D-35 Organization of corporation.
414D-37 Emergency bylaws and powers.
414D-64 Administrative order of abatement for infringement of corporate name.
414D-72 Designation or change of registered agent.
414D-73 Resignation of registered agent.
414D-74 Service on corporation.
414D-83 No requirement of members.
414D-84 Differences in rights and obligations of members.
414D-85 Member's liability to third parties.
414D-86 Member's liability for dues, assessments, and fees.
414D-87 Creditor's action against member.
414D-89 Termination, expulsion, and suspension.
414D-92 Purchase of memberships.
414D-101 Annual and regular meetings.
414D-103 Court-ordered meetings.
414D-104 Action by written consent.
414D-107 Record date; determining members entitled to notice and vote.
414D-109 Members' list for meeting.
414D-110 Voting entitlement generally.
414D-114 Cumulative voting for directors.
414D-115 Other methods of electing directors.
414D-116 Corporation's acceptance of votes.
414D-131 Requirement for and duties of the board.
414D-132 Qualifications of directors.
414D-134 Election, designation, and appointment of directors.
414D-135 Terms of directors generally.
414D-136 Staggered terms for directors.
414D-137 Resignation of directors.
414D-138 Removal of directors elected by members or directors.
414D-139 Removal of designated or appointed directors.
414D-140 Removal of directors by judicial proceeding.
414D-142 Compensation of directors.
414D-143 Regular and special meetings.
414D-144 Action without meeting.
414D-145 Call and notice of meetings.
414D-146 Waiver of notice of meeting.
414D-148 Committees of the board.
414D-149 General standards for directors.
414D-150 Director conflict of interest.
414D-151 Loans to or guaranties for directors and officers.
414D-152 Liability for unlawful distributions.
414D-154 Duties and authority of officers.
414D-155 Standards of conduct for officers.
414D-156 Resignation and removal of officers.
414D-157 Contract rights of officers.
414D-158 Officers' authority to execute documents.
414D-160 Authority to indemnify.
414D-161 Mandatory indemnification.
414D-162 Advance for expenses.
414D-163 Court-ordered indemnification.
414D-164 Determination and authorization of indemnification.
414D-165 Indemnification of officers, employees, and agents.
414D-167 Application of this part.
414D-182 Procedure to amend articles of incorporation.
414D-183 Articles of amendment.
414D-184 Restated, amended and restated, articles of incorporation.
414D-185 Amendment pursuant to judicial reorganization.
414D-186 Effect of amendment and restatement.
414D-188 Approval by third persons.
414D-202 Action on plan by board, members, and third persons.
414D-206 Bequests, devises, and gifts.
414D-210.1 Effect of conversion.
414D-211 Limitations on merger by public benefit corporations.
414D-221 Sale of assets in regular course of activities and mortgage of assets.
414D-222 Sale of assets other than in regular course of activities.
414D-231 Prohibited distributions.
414D-232 Authorized distributions.
414D-233 Notice to the attorney general of intention to dissolve
414D-241 Dissolution by incorporators, initial directors, and third persons.
414D-242 Dissolution by directors, members, and third persons.
414D-243 Articles of dissolution.
414D-244 Revocation of dissolution.
414D-245 Effect of dissolution.
414D-246 Known claims against dissolved corporation.
414D-247 Unknown claims against dissolved corporation.
414D-248 Grounds for administrative dissolution.
414D-249 Procedure for and effect of administrative dissolution and effect of expiration.
414D-250 Reinstatement following administrative dissolution.
414D-251 Appeal from denial of reinstatement.
414D-252 Grounds for judicial dissolution.
414D-253 Procedure for judicial dissolution.
414D-254 Receivership or custodianship.
414D-255 Decree of dissolution.
414D-256 Deposit with director of finance.
414D-271 Authority to transact business required.
414D-272 Consequences of transacting business without authority.
414D-273 Application for certificate of authority.
414D-274 Change of name by foreign corporation.
414D-275 Effect of certificate of authority.
414D-276 Corporate name of foreign corporation.
414D-277 Registered agent of foreign corporation.
414D-278 Change of registered agent of foreign corporation.
414D-279 Resignation of registered agent of foreign corporation.
414D-280 Service on foreign corporation.
414D-281 Application to corporations heretofore authorized to transact business in this State.
414D-282 Withdrawal of foreign corporation.
414D-283 Grounds for revocation of certificate of authority.
414D-284 Procedure and effect of revocation.
414D-285 Appeal from revocation.
414D-302 Inspection of records by members.
414D-303 Scope of inspection rights.
414D-304 Court-ordered inspection.
414D-305 Limitations on use of membership list.
414D-306 Financial statements for members.
414D-306.5 Inspection of records by directors.
414D-307 Report of indemnification to members.
414D-311 Superseding chapters.
414D-321 Application to existing domestic corporations.