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U.S. State Codes
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Hawaii
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TITLE 23. CORPORATIONS AND ...
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414. Hawaii Business Corporation Act
414. Hawaii Business Corporation Act
414-1 Short title.
414-2 Reservation of power to amend or repeal.
414-3 Definitions.
414-4 Notice.
414-5 Number of shareholders.
414-6 Department director; powers.
414-11 Filing requirements.
414-12 Forms.
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.
414-31 Incorporators.
414-32 Articles of incorporation.
414-33 Incorporation.
414-34 Liability for pre-incorporation transactions.
414-35 Organization of corporation.
414-36 Bylaws.
414-37 Emergency bylaws.
414-41 Purposes.
414-42 General powers.
414-43 Emergency powers.
414-44 Ultra vires.
414-51 Corporate name.
414-52 Reserved name.
414-53 Administrative order of abatement for infringement of corporate name.
414-61 Registered agent.
414-62 Designation or change of registered agent.
414-63 Resignation of registered agent.
414-64 Service on corporation.
414-71 Authorized shares.
414-72 Terms of class or series determined by board of directors.
414-73 Issued and outstanding shares.
414-74 Fractional shares.
414-81 Subscription for shares before incorporation.
414-82 Issuance of shares.
414-83 Liability of shareholders.
414-84 Share dividends.
414-85 Share options.
414-86 Form and content of certificates.
414-87 Shares without certificates.
414-88 Restriction on transfer of shares and other securities.
414-89 Expense of issue.
414-101 Shareholders' preemptive rights.
414-102 Corporation's acquisition of its own shares.
414-111 Distributions to shareholders.
414-121 Annual meeting.
414-122 Special meeting.
414-123 Court-ordered meeting.
414-124 Action without meeting.
414-125 Notice of meeting.
414-126 Waiver of notice.
414-127 Record date.
414-141 Shareholders' list for meeting.
414-142 Voting entitlement of shares.
414-143 Proxies.
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.
414-161 Voting trusts.
414-162 Voting agreements.
414-163 Shareholder agreements.
414-171 Definitions.
414-172 Standing.
414-173 Demand.
414-174 Stay of proceedings.
414-175 Dismissal.
414-176 Discontinuance or settlement.
414-177 Payment of expenses.
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.
414-200 Vacancy on board.
414-201 Compensation of directors.
414-211 Meetings.
414-212 Action without meeting.
414-213 Notice of meeting.
414-214 Waiver of notice of meeting.
414-215 Quorum and voting.
414-216 Committees.
414-221 General standards for directors.
414-222 Limitation of liability of directors; shareholder approval required.
414-223 Liability for unlawful distributions.
414-231 Required officers.
414-232 Duties of officers.
414-233 Standards of conduct for officers.
414-234 Resignation and removal of officers.
414-235 Contract rights of officers.
414-241 Definitions.
414-242 Permissible indemnification.
414-243 Mandatory indemnification.
414-244 Advance for expenses.
414-245 Court-ordered indemnification and advance for expenses.
414-246 Determination and authorization of indemnification.
414-247 Officers.
414-248 Insurance.
414-249 Variation by corporate action; application of subpart.
414-250 Nonexclusivity of subpart.
414-261 Definitions.
414-262 Judicial action.
414-263 Directors' action.
414-264 Shareholders' action.
414-271 Conversion into and from corporations.
414-272 Articles of conversion.
414-273 REPEALED.
414-274 Effect of conversion.
414-281 Authority to amend.
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.
414-289 Effect of amendment.
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.
414-310 Definitions.
414-311 Merger.
414-311.6 Foreign mergers.
414-312 Share exchange.
414-313 Action plan.
414-314 Merger of subsidiary.
414-315 Articles of merger or share exchange.
414-316 Effect of merger or share exchange.
414-317 REPEALED.
414-318 Merger of subsidiary corporations.
414-319 REPEALED.
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.
414-341 Definitions.
414-342 Right to dissent.
414-343 Dissent by nominees and beneficial owners.
414-351 Notice of dissenters' rights.
414-352 Notice of intent to demand payment.
414-353 Dissenters' notice.
414-354 Duty to demand payment.
414-355 Share restrictions.
414-356 Payment.
414-357 Failure to take action.
414-358 After-acquired shares.
414-359 Procedure if shareholder dissatisfied with payment or offer.
414-371 Court action.
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.
414-470 Books and records.
414-472 Annual report.
414-473 Penalties imposed upon corporations.
414-481 Application to existing domestic corporations.
414-482 Application to qualified foreign corporations.
414-483 Savings provision.
414-484 Severability.