Hawaii Revised Statutes
Title 23. Corporations and Partnerships
414. Hawaii Business Corporation Act

414-53 Administrative order of abatement for infringement of corporate name. - §414-53 Administrative order of abatement for infringement of corporate name....

414-61 Registered agent. - §414-61 Registered agent. Each corporation shall continuously maintain in this...

414-62 Designation or change of registered agent. - §414-62 Designation or change of registered agent. (a) A corporation...

414-63 Resignation of registered agent. - §414-63 Resignation of registered agent. A registered agent may resign...

414-64 Service on corporation. - §414-64 Service on corporation. (a) Service of any notice or...

414-71 Authorized shares. - §414-71 Authorized shares. (a) The articles of incorporation must prescribe...

414-72 Terms of class or series determined by board of directors. - §414-72 Terms of class or series determined by board of...

414-73 Issued and outstanding shares. - §414-73 Issued and outstanding shares. (a) A corporation may issue...

414-74 Fractional shares. - §414-74 Fractional shares. (a) A corporation may: (1) Issue fractions...

414-81 Subscription for shares before incorporation. - §414-81 Subscription for shares before incorporation. (a) A subscription for...

414-82 Issuance of shares. - §414-82 Issuance of shares. (a) The powers granted in this...

414-83 Liability of shareholders. - §414-83 Liability of shareholders. (a) A purchaser from a corporation...

414-84 Share dividends. - §414-84 Share dividends. (a) Unless the articles of incorporation provide...

414-85 Share options. - §414-85 Share options. A corporation may issue rights, options, or...

414-86 Form and content of certificates. - §414-86 Form and content of certificates. (a) Shares may but...

414-87 Shares without certificates. - §414-87 Shares without certificates. (a) Unless the articles of incorporation...

414-88 Restriction on transfer of shares and other securities. - §414-88 Restriction on transfer of shares and other securities. (a)...

414-89 Expense of issue. - §414-89 Expense of issue. A corporation may pay the expenses...

414-101 Shareholders' preemptive rights. - §414-101 Shareholders' preemptive rights. (a) The shareholders of a corporation...

414-102 Corporation's acquisition of its own shares. - §414-102 Corporation's acquisition of its own shares. (a) A corporation...

414-111 Distributions to shareholders. - §414-111 Distributions to shareholders. (a) A board of directors may...

414-121 Annual meeting. - §414-121 Annual meeting. (a) A corporation shall hold a meeting...

414-122 Special meeting. - §414-122 Special meeting. (a) A corporation shall hold a special...

414-123 Court-ordered meeting. - §414-123 Court-ordered meeting. (a) The circuit court may summarily order...

414-124 Action without meeting. - §414-124 Action without meeting. (a) Action required or permitted by...

414-125 Notice of meeting. - §414-125 Notice of meeting. (a) A corporation shall notify shareholders...

414-126 Waiver of notice. - §414-126 Waiver of notice. (a) A shareholder may waive any...

414-127 Record date. - §414-127 Record date. (a) The bylaws may fix or provide...

414-141 Shareholders' list for meeting. - §414-141 Shareholders' list for meeting. (a) After fixing a record...

414-142 Voting entitlement of shares. - §414-142 Voting entitlement of shares. (a) Except as provided in...

414-143 Proxies. - §414-143 Proxies. (a) A shareholder may vote the shareholder's shares...

414-144 Shares held by nominees. - §414-144 Shares held by nominees. (a) A corporation may establish...

414-145 Corporation's acceptance of votes, etc. - §414-145 Corporation's acceptance of votes, etc. (a) If the name...

414-146 Quorum and voting requirements for voting groups. - §414-146 Quorum and voting requirements for voting groups. (a) Shares...

414-147 Action by single and multiple voting groups. - §414-147 Action by single and multiple voting groups. (a) If...

414-148 Greater quorum or voting requirements. - §414-148 Greater quorum or voting requirements. (a) The articles of...

414-149 Voting for directors; cumulative voting. - §414-149 Voting for directors; cumulative voting. (a) Unless otherwise provided...

414-161 Voting trusts. - §414-161 Voting trusts. (a) One or more shareholders may create...

414-162 Voting agreements. - §414-162 Voting agreements. (a) Two or more shareholders may provide...

414-163 Shareholder agreements. - §414-163 Shareholder agreements. (a) An agreement among the shareholders of...

414-171 Definitions. - §414-171 Definitions. As used in this subpart: "Derivative proceeding" means...

414-172 Standing. - §414-172 Standing. A shareholder may not commence or maintain a...

414-173 Demand. - §414-173 Demand. No shareholder may commence a derivative proceeding until:...

414-174 Stay of proceedings. - §414-174 Stay of proceedings. If the corporation commences an inquiry...

414-175 Dismissal. - §414-175 Dismissal. (a) A derivative proceeding shall be dismissed by...

414-176 Discontinuance or settlement. - §414-176 Discontinuance or settlement. A derivative proceeding may not be...

414-177 Payment of expenses. - §414-177 Payment of expenses. On termination of the derivative proceeding...

414-178 Applicability to foreign corporations. - §414-178 Applicability to foreign corporations. In any derivative proceeding in...

414-191 Requirement for and duties of board of directors. - §414-191 Requirement for and duties of board of directors. (a)...

414-192 Qualifications of directors. - §414-192 Qualifications of directors. The articles of incorporation or bylaws...

414-193 Number and election of directors. - §414-193 Number and election of directors. (a) A board of...

414-194 Election of directors by certain classes of shareholders. - §414-194 Election of directors by certain classes of shareholders. If...

414-195 Terms of directors generally. - §414-195 Terms of directors generally. (a) The terms of the...

414-196 Staggered terms for directors. - §414-196 Staggered terms for directors. If there are nine or...

414-197 Resignation of directors. - §414-197 Resignation of directors. (a) A director may resign at...

414-198 Removal of directors by shareholders. - §414-198 Removal of directors by shareholders. (a) The shareholders may...

414-199 Removal of directors by judicial proceeding. - §414-199 Removal of directors by judicial proceeding. (a) The circuit...

414-200 Vacancy on board. - §414-200 Vacancy on board. (a) Unless the articles of incorporation...

414-201 Compensation of directors. - §414-201 Compensation of directors. Unless the articles of incorporation or...

414-211 Meetings. - §414-211 Meetings. (a) The board of directors may hold regular...

414-212 Action without meeting. - §414-212 Action without meeting. (a) Unless the articles of incorporation...

414-213 Notice of meeting. - §414-213 Notice of meeting. (a) Unless the articles of incorporation...

414-214 Waiver of notice of meeting. - §414-214 Waiver of notice of meeting. (a) A director may...

414-215 Quorum and voting. - §414-215 Quorum and voting. (a) Unless the articles of incorporation...

414-216 Committees. - §414-216 Committees. (a) Unless the articles of incorporation or bylaws...

414-221 General standards for directors. - §414-221 General standards for directors. (a) A director shall discharge...

414-222 Limitation of liability of directors; shareholder approval required. - §414-222 Limitation of liability of directors; shareholder approval required. (a)...

414-223 Liability for unlawful distributions. - §414-223 Liability for unlawful distributions. (a) A director who votes...

414-231 Required officers. - §414-231 Required officers. (a) A corporation has the officers described...

414-232 Duties of officers. - §414-232 Duties of officers. Each officer has the authority and...

414-233 Standards of conduct for officers. - §414-233 Standards of conduct for officers. (a) An officer with...

414-234 Resignation and removal of officers. - §414-234 Resignation and removal of officers. (a) An officer may...

414-235 Contract rights of officers. - §414-235 Contract rights of officers. (a) The appointment or election...

414-241 Definitions. - §414-241 Definitions. As used in this subpart: "Corporation" includes any...

414-242 Permissible indemnification. - §414-242 Permissible indemnification. (a) Except as otherwise provided in this...

414-243 Mandatory indemnification. - §414-243 Mandatory indemnification. A corporation shall indemnify a director who...

414-244 Advance for expenses. - §414-244 Advance for expenses. (a) A corporation, before final disposition...

414-245 Court-ordered indemnification and advance for expenses. - §414-245 Court-ordered indemnification and advance for expenses. (a) A director...

414-246 Determination and authorization of indemnification. - §414-246 Determination and authorization of indemnification. (a) A corporation may...

414-247 Officers. - §414-247 Officers. (a) A corporation may indemnify and advance expenses...

414-248 Insurance. - §414-248 Insurance. A corporation may purchase and maintain insurance on...

414-249 Variation by corporate action; application of subpart. - §414-249 Variation by corporate action; application of subpart. (a) A...

414-250 Nonexclusivity of subpart. - §414-250 Nonexclusivity of subpart. (a) The indemnification provided by this...

414-261 Definitions. - §414-261 Definitions. As used in this subpart: "Conflicting interest" with...

414-262 Judicial action. - §414-262 Judicial action. (a) A transaction effected or proposed to...

414-263 Directors' action. - §414-263 Directors' action. (a) The action of directors respecting a...

414-264 Shareholders' action. - §414-264 Shareholders' action. (a) Shareholders' action respecting a transaction is...

414-271 Conversion into and from corporations. - §414-271 Conversion into and from corporations. (a) A domestic corporation...

414-272 Articles of conversion. - §414-272 Articles of conversion. (a) If a plan of conversion...

414-273 REPEALED. - §414-273 REPEALED. L 2003, c 124, §100.

414-274 Effect of conversion. - §414-274 Effect of conversion. When a conversion becomes effective: (1)...

414-281 Authority to amend. - §414-281 Authority to amend. (a) A corporation may amend its...

414-282 Amendment by board of directors. - §414-282 Amendment by board of directors. Unless the articles of...

414-283 Amendment by board of directors and shareholders. - §414-283 Amendment by board of directors and shareholders. (a) A...

414-284 Voting on amendments by voting groups. - §414-284 Voting on amendments by voting groups. (a) The holders...

414-285 Amendment before issuance of shares. - §414-285 Amendment before issuance of shares. If a corporation has...

414-286 Articles of amendment. - §414-286 Articles of amendment. A corporation amending its articles of...

414-287 Restated or amended and restated articles of incorporation. - §414-287 Restated or amended and restated articles of incorporation. (a)...

414-288 Amendment pursuant to reorganization. - §414-288 Amendment pursuant to reorganization. (a) A corporation's articles of...

414-289 Effect of amendment. - §414-289 Effect of amendment. An amendment to articles of incorporation...

414-301 Amendment by board of directors or shareholders. - §414-301 Amendment by board of directors or shareholders. (a) A...

414-302 Bylaw increasing quorum or voting requirement for shareholders. - §414-302 Bylaw increasing quorum or voting requirement for shareholders. (a)...

414-303 Bylaw increasing quorum or voting requirement for directors. - §414-303 Bylaw increasing quorum or voting requirement for directors. (a)...

414-310 Definitions. - §414-310 Definitions. As used in this part: "Association" means an...

414-311 Merger. - §414-311 Merger. (a) Pursuant to a plan of merger adopted...

414-311.6 Foreign mergers. - §414-311.6 Foreign mergers. (a) Whenever a foreign entity authorized to...

414-312 Share exchange. - §414-312 Share exchange. (a) A corporation may acquire all of...

414-313 Action plan. - §414-313 Action plan. (a) After adopting a plan of merger...

414-314 Merger of subsidiary. - §414-314 Merger of subsidiary. (a) A parent corporation owning at...

414-315 Articles of merger or share exchange. - §414-315 Articles of merger or share exchange. (a) After a...

414-316 Effect of merger or share exchange. - §414-316 Effect of merger or share exchange. (a) When a...

414-317 REPEALED. - §414-317 REPEALED. L 2002, c 41, §26.

414-318 Merger of subsidiary corporations. - §414-318 Merger of subsidiary corporations. (a) Any corporation owning at...

414-319 REPEALED. - §414-319 REPEALED. L 2002, c 41, §27.

414-331 Sale of assets in regular course of business and mortgage of assets. - §414-331 Sale of assets in regular course of business and...

414-332 Sale of assets other than in regular course of business. - §414-332 Sale of assets other than in regular course of...

414-341 Definitions. - §414-341 Definitions. As used in this part: "Beneficial shareholder" means...

414-342 Right to dissent. - §414-342 Right to dissent. (a) A shareholder is entitled to...

414-343 Dissent by nominees and beneficial owners. - §414-343 Dissent by nominees and beneficial owners. (a) A record...

414-351 Notice of dissenters' rights. - §414-351 Notice of dissenters' rights. (a) If proposed corporate action...

414-352 Notice of intent to demand payment. - §414-352 Notice of intent to demand payment. (a) If proposed...

414-353 Dissenters' notice. - §414-353 Dissenters' notice. (a) If proposed corporate action creating dissenters'...

414-354 Duty to demand payment. - §414-354 Duty to demand payment. (a) A shareholder sent a...

414-355 Share restrictions. - §414-355 Share restrictions. (a) The corporation may restrict the transfer...

414-356 Payment. - §414-356 Payment. (a) Except as provided in section 414-358, as...

414-357 Failure to take action. - §414-357 Failure to take action. (a) If the corporation does...

414-358 After-acquired shares. - §414-358 After-acquired shares. (a) A corporation may elect to withhold...

414-359 Procedure if shareholder dissatisfied with payment or offer. - §414-359 Procedure if shareholder dissatisfied with payment or offer. (a)...

414-371 Court action. - §414-371 Court action. (a) If a demand for payment under...

414-372 Court costs and counsel fees. - §414-372 Court costs and counsel fees. (a) The court in...

414-381 Dissolution by incorporators or initial directors. - §414-381 Dissolution by incorporators or initial directors. A majority of...

414-382 Dissolution by board of directors and shareholders. - §414-382 Dissolution by board of directors and shareholders. (a) A...

414-383 Articles of dissolution. - §414-383 Articles of dissolution. (a) At any time after dissolution...

414-384 Revocation of dissolution. - §414-384 Revocation of dissolution. (a) A corporation may revoke its...

414-385 Effect of dissolution. - §414-385 Effect of dissolution. (a) A dissolved corporation continues its...

414-386 Known claims against dissolved corporation. - §414-386 Known claims against dissolved corporation. (a) A dissolved corporation...

414-387 Unknown claims against dissolved corporation. - §414-387 Unknown claims against dissolved corporation. (a) A dissolved corporation...

414-401 Grounds for administrative dissolution. - §414-401 Grounds for administrative dissolution. The department director may commence...

414-402 Procedure for and effect of administrative dissolution and effect of expiration. - §414-402 Procedure for and effect of administrative dissolution and effect...

414-403 Reinstatement following administrative dissolution. - §414-403 Reinstatement following administrative dissolution. (a) A corporation administratively dissolved...

414-404 Appeal from denial of reinstatement. - §414-404 Appeal from denial of reinstatement. (a) If the department...

414-411 Grounds for judicial dissolution. - §414-411 Grounds for judicial dissolution. The circuit court may dissolve...

414-412 Procedure for judicial dissolution. - §414-412 Procedure for judicial dissolution. (a) Venue for a proceeding...

414-413 Receivership or custodianship. - §414-413 Receivership or custodianship. (a) A court in a judicial...

414-414 Decree of dissolution. - §414-414 Decree of dissolution. (a) If after a hearing the...

414-415 Election to purchase in lieu of dissolution. - §414-415 Election to purchase in lieu of dissolution. (a) In...

414-421 Deposit with director of finance. - §414-421 Deposit with director of finance. Assets of a dissolved...

414-422 Trustees or receivers for dissolved corporations; appointment; powers; duties. - §414-422 Trustees or receivers for dissolved corporations; appointment; powers; duties....

414-431 Authority to transact business required. - §414-431 Authority to transact business required. (a) A foreign corporation...

414-432 Consequences of transacting business without authority. - §414-432 Consequences of transacting business without authority. (a) A foreign...

414-433 Application for certificate of authority. - §414-433 Application for certificate of authority. (a) A foreign corporation...

414-434 Change of name by foreign corporation. - §414-434 Change of name by foreign corporation. (a) Whenever the...

414-435 Effect of certificate of authority. - §414-435 Effect of certificate of authority. (a) A certificate of...

414-436 Corporate name of foreign corporation. - §414-436 Corporate name of foreign corporation. (a) If the corporate...

414-437 Registered agent of foreign corporation. - §414-437 Registered agent of foreign corporation. Each foreign corporation authorized...

414-438 Change of registered agent of foreign corporation. - §414-438 Change of registered agent of foreign corporation. (a) A...

414-439 Resignation of registered agent of foreign corporation. - §414-439 Resignation of registered agent of foreign corporation. The registered...

414-440 Service on foreign corporation. - §414-440 Service on foreign corporation. (a) Service of any notice...

414-441 Application to corporations heretofore authorized to transact business in this State. - §414-441 Application to corporations heretofore authorized to transact business in...

414-451 Withdrawal of foreign corporation. - §414-451 Withdrawal of foreign corporation. (a) A foreign corporation authorized...

414-461 Grounds for revocation. - §414-461 Grounds for revocation. The department director may commence a...

414-462 Procedure for and effect of revocation. - §414-462 Procedure for and effect of revocation. (a) If the...

414-463 Appeal from revocation. - §414-463 Appeal from revocation. (a) A foreign corporation may appeal...

414-470 Books and records. - §414-470 Books and records. (a) Each corporation shall keep accurate...

414-472 Annual report. - §414-472 Annual report. (a) Each domestic corporation, and each foreign...

414-473 Penalties imposed upon corporations. - §414-473 Penalties imposed upon corporations. Each corporation, domestic or foreign,...

414-481 Application to existing domestic corporations. - §414-481 Application to existing domestic corporations. This chapter applies to...

414-482 Application to qualified foreign corporations. - §414-482 Application to qualified foreign corporations. A foreign corporation authorized...

414-483 Savings provision. - §414-483 Savings provision. (a) Except as provided in subsection (b),...

414-484 Severability. - §414-484 Severability. If any provision of this chapter or its...

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Hawaii Revised Statutes Title 23. Corporations and Partnerships 414. Hawaii Business Corporation Act

Hawaii Revised Statutes
Title 23. Corporations and Partnerships
414. Hawaii Business Corporation Act