§425E-204 Execution of records. (a) Each record delivered to the director for filing pursuant to this chapter shall be executed in the following manner:
(1) A certificate of limited partnership shall be signed by at least one general partner;
(2) An amendment that changes the status of the limited partnership as a limited liability limited partnership shall be signed by at least one general partner who shall certify that a majority of the general partners have agreed to the amendment;
(3) An amendment designating as a general partner a person admitted under section 425E-801(3)(B) following the dissociation of a limited partnership's last general partner shall be signed by the designated person;
(4) An amendment required by section 425E-803(c) following the appointment of a person to wind up the dissolved limited partnership's activities shall be signed by the appointed person;
(5) Any other amendment shall be signed by:
(A) At least one general partner listed in the certificate;
(B) Each person designated in the amendment as a new general partner; and
(C) Each person that the amendment indicates has dissociated as a general partner, unless:
(i) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or
(ii) The person has previously delivered to the director for filing a statement of dissociation;
(6) A restated certificate of limited partnership shall be signed by at least one general partner listed who shall certify that a majority of the general partners have agreed to the restatement and to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate shall be signed in a manner that satisfies that paragraph;
(7) A statement of termination shall be signed by at least one general partner who shall certify that all of the general partners have agreed to the termination or if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to section 425E-803(c) or (d) to wind up the dissolved limited partnership's activities;
(8) Articles of conversion shall be signed by at least one general partner who shall certify that a majority of the general partners have agreed to the conversion;
(9) Articles of merger shall be signed as provided in section 425E-1107(a);
(10) Any other record delivered on behalf of a limited partnership to the director for filing shall be signed by at least one general partner;
(11) A statement by a person pursuant to section 425E-605(a)(4) stating that the person has dissociated as a general partner shall be signed by that person;
(12) A statement of withdrawal by a person pursuant to section 425E-306 shall be signed by that person;
(13) A record delivered on behalf of a foreign limited partnership to the director for filing shall be signed by at least one general partner of the foreign limited partnership; and
(14) Any other record delivered on behalf of any person to the director for filing shall be signed by that person.
(b) Any person may sign by an attorney-in-fact any record to be filed pursuant to this chapter. [L 2003, c 210, pt of §1]
Structure Hawaii Revised Statutes
Title 23. Corporations and Partnerships
425E. Uniform Limited Partnership Act
425E-103 Knowledge and notice.
425E-104 Nature, purpose, and duration of entity.
425E-107 Supplemental principles of law; rate of interest.
425E-110 Effect of partnership agreement; nonwaivable provisions.
425E-111 Required information.
425E-112 Business transactions between a partner and the partnership.
425E-115 Designation or change of registered agent.
425E-116 Resignation of registered agent.
425E-117 Service on the partnership.
425E-118 Consent and proxies of partners.
425E-201 Certificate of limited partnership.
425E-202 Amendment or restatement of certificate.
425E-203 Statement of termination.
425E-204 Execution of records.
425E-205 Signing and filing pursuant to judicial order.
425E-206 Filing in the office of the director; effective time and date.
425E-206.5 Filing requirements; filing duty of the director.
425E-207 Correcting a filed document.
425E-208 Liability for false information in a filed record.
425E-209 Certificates and certified copies to be received in evidence.
425E-211 Fees for filing documents and issuing certificates.
425E-302 No right or power as limited partner to bind limited partnership.
425E-303 Liability as a limited partner.
425E-304 Right of limited partner and former limited partner to information.
425E-305 Limited duties of limited partners.
425E-306 Person erroneously believing self to be a limited partner.
425E-402 General partner is an agent of the limited partnership.
425E-403 Limited partnership liable for general partner's actionable conduct.
425E-404 General partner's liability.
425E-405 Actions by and against partnership and partners.
425E-406 Management rights of general partners.
425E-407 Right of general partner and former general partner to information.
425E-408 General standards of a general partner's conduct.
425E-501 Form of contribution.
425E-502 Liability for contribution.
425E-503 Sharing of distributions.
425E-504 Interim distributions.
425E-505 No distribution on account of dissociation.
425E-506 Distribution in kind.
425E-507 Right to distribution.
425E-508 Limitations on distribution.
425E-509 Liability for improper distributions.
425E-601 Dissociation as a limited partner.
425E-602 Effect of dissociation as a limited partner.
425E-603 Dissociation as a general partner.
425E-604 Person's power to dissociate as a general partner; wrongful dissociation.
425E-605 Effect of dissociation as a general partner.
425E-607 Liability to other persons of person dissociated as a general partner.
425E-701 Partner's transferable interest.
425E-702 Transfer of partner's transferable interest.
425E-703 Rights of creditors of partners or transferees.
425E-704 Power of estate of deceased partner.
425E-801 Nonjudicial dissolution.
425E-802 Judicial dissolution.
425E-806 Known claims against dissolved limited partnership.
425E-807 Other claims against dissolved limited partnership.
425E-809 Administrative cancellation.
425E-810 Reinstatement following administrative cancellation.
425E-811 Appeal from denial of reinstatement.
425E-812 Disposition of assets; when contributions required.
425E-902 Application for certificate of authority.
425E-903 Activities not constituting transacting business.
425E-904 Issuance of certificate of authority.
425E-907 Certificate of withdrawal; effect of failure to have certificate.
425E-1001 Direct action by a partner.
425E-1005 Proceeds and expenses.
425E-1102 Conversion into or from limited partnerships.
425E-1103 Articles of conversion.
425E-1104 Effective date of the conversion.
425E-1105 Effect of conversion.
425E-1108 Effective date of the merger.
425E-1111 Liability of general partners after conversion or merger.
425E-1113 Article not exclusive.
425E-1201 Uniformity of application and construction.
425E-1202 Severability clause.
425E-1203 Relation to Electronic Signatures in Global and National Commerce Act.