Hawaii Revised Statutes
425. Partnerships
425-101 to 143 REPEALED. §425-101 Definitions.

§ §425-101 to 143 REPEALED. L 1999, c 284, §5.
PART IV. UNIFORM PARTNERSHIP ACT
General Provisions
§425-101 Definitions. As used in this part, unless the context otherwise requires:
"Business" includes every trade, occupation, and profession.
"Debtor in bankruptcy" means a person who is the subject of:
(1) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(2) A comparable order under federal, state, or foreign law governing insolvency.
"Director" means the director of commerce and consumer affairs.
"Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.
"Entity" includes domestic and foreign corporations, domestic professional corporations, domestic and foreign limited liability companies, domestic and foreign nonprofit corporations, domestic and foreign business trusts, estates, domestic and foreign partnerships, domestic and foreign limited partnerships, domestic and foreign limited liability partnerships, trusts, two or more persons having joint or common economic interest, associations and cooperative associations, and state, federal, and foreign governments.
"Foreign limited liability partnership" means a partnership that:
(1) Is formed under laws other than the laws of this State; and
(2) Has the status of a limited liability partnership under those laws.
"Individual" means a natural person.
"Limited liability partnership" means a partnership that has filed a statement of qualification under section 425-152 and does not have a similar statement in effect in any other jurisdiction.
"Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under section 425-109, a predecessor law, or comparable law of another jurisdiction.
"Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
"Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
"Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.
"Person" includes any individual or entity.
"Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein.
"State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States.
"Statement" means a registration or annual statement filed under section 425-1, a statement of correction filed under section 425-1.7, a statement of change filed under section 425-7, a statement of dissolution filed under section 425-9, a statement of denial filed under section 425-115, a statement of dissociation filed under section 425-136, a statement of qualification under section 425-153, a statement of foreign qualification under section 425-158, an amendment, or any other document filed under this chapter.
"Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. [L 1999, c 284, pt of §1; am L 2000, c 218, §3; am L 2004, c 121, §28; am L 2006, c 184, §18]
Case Notes
Purported intent set out in plaintiff's declaration to promote a romantic and/or anticipated marital relationship, although including financial decisions, did not constitute an intent to create a partnership. 129 H. 507 (App.), 304 P.3d 648 (2013).

Structure Hawaii Revised Statutes

Hawaii Revised Statutes

Title 23. Corporations and Partnerships

425. Partnerships

425-1 Registration and annual statements.

425-1.5 Filing in office of the director; effective time and date.

425-1.6 Filing requirements; filing duty of the director.

425-1.7 Correcting a filed document.

425-1.8 Execution of statements.

425-2 Forms to be furnished by director.

425-3 Foreign partnerships, powers and liabilities.

425-3.5 Activities not constituting transacting business.

425-4 Partnership between husband and wife; prima facie proof.

425-5 Minors and incompetent persons.

425-6 Partnership name.

425-7 Partnership name; change of.

425-8 Reservation of partnership name.

425-9 Statement of dissolution.

425-10 Taxes, etc., a prior lien on partnership property on dissolution.

425-11 Record of statements.

425-12 Fee for filing documents and issuing certificates.

425-13 Personal liability and penalty.

425-14 Cancellation of registration.

425-15 Not applicable to corporations.

425-16 Fees, government realizations.

425-17 Withdrawal procedure for foreign general partnership.

425-18 Registered agent.

425-19 Designation or change of registered agent.

425-20 Resignation of registered agent.

425-21 Service on partnership. § §425-21 to 52 REPEALED.

425-71 to 77 REPEALED.

425-101 to 143 REPEALED. §425-101 Definitions.

425-102 Knowledge and notice.

425-103 Effect of partnership agreement; nonwaivable provisions.

425-104 Supplemental principles of law.

425-105 Recording and notification of statements.

425-106 Governing law.

425-107 Partnership subject to amendment or repeal of chapter.

425-108 Partnership as entity.

425-109 Formation of partnership.

425-110 Partnership property.

425-111 When property is partnership property.

425-112 Partner agent of partnership.

425-113 Transfer of partnership property.

425-114 Partnership registration statement.

425-115 Statement of denial.

425-116 Partnership liable for partner's actionable conduct.

425-117 Partner's liability.

425-118 Actions by and against partnership and partners.

425-119 Liability of purported partner.

425-120 Partner's rights and duties.

425-121 Distributions in kind.

425-122 Partner's rights and duties with respect to information.

425-123 General standards of partner's conduct.

425-124 Actions by partnership and partners.

425-125 Continuation of partnership beyond definite term or particular undertaking.

425-126 Partner not co-owner of partnership property.

425-127 Partner's transferable interest in partnership.

425-128 Transfer of partner's transferable interest.

425-129 Partner's transferable interest subject to charging order.

425-130 Events causing partner's dissociation.

425-131 Partner's power to dissociate; wrongful dissociation.

425-132 Effect of partner's dissociation.

425-133 Purchase of dissociated partner's interest.

425-134 Dissociated partner's power to bind and liability to partnership.

425-135 Dissociated partner's liability to other persons.

425-136 Statement of dissociation.

425-137 Continued use of partnership name.

425-138 Events causing dissolution and winding up of partnership business.

425-139 Partnership continues after dissolution.

425-140 Right to wind up partnership business.

425-141 Partner's power to bind partnership after dissolution.

425-142 Statement of dissolution.

425-143 Partner's liability to other partners after dissolution.

425-144 Settlement of accounts and contributions among partners.

425-145 REPEALED.

425-151 Name.

425-152 Limited liability partnerships; formation.

425-153 Statement of qualification.

425-154 Amending and restating, amending, and restating the statement of qualification; voluntary cancellation.

425-155 Status as limited liability partnership; cancellation.

425-156 Foreign limited liability partnerships.

425-157 Law governing foreign limited liability partnership.

425-158 Statement of foreign qualification.

425-159 Amending, restating, and amending and restating the statement of foreign qualification; voluntary cancellation.

425-160 Status as qualified foreign limited liability partnership; cancellation.

425-161 Foreign limited liability partnerships; effect of failure to qualify.

425-162 Foreign limited liability partnerships; activities not constituting the transaction of business.

425-163 Annual report.

425-164 Revocation of statement of qualification.

425-165, 166 REPEALED.

425-167 Correction of filed documents.

425-168 Fee for recording.

425-169 Revocation if instrument dishonored.

425-170 REPEALED.

425-171 Action by director.

425-172 Personal liability and penalty.

425-173 Transition rules for limited liability partnerships and foreign limited liability partnerships under prior law.

425-151 to 180 REPEALED. §425-191 REPEALED.

425-192 Conversion into and from partnerships or limited liability partnerships.

425-193 Articles of conversion.

425-194 REPEALED.

425-195 Effect of conversion.

425-196 Administrative order of abatement for infringement of partnership name.

425-197 Uniformity of application and construction.

425-198 Short title.

425-201 Definitions.

425-202 Foreign mergers.

425-203 Merger of general partnerships and limited liability partnerships.

425-204 Articles of merger.

425-205 Effect of merger.

425-206 REPEALED.