Hawaii Revised Statutes 425. Partnerships

PART I. GENERAL PARTNERSHIPS

• 425-1 Registration and Annual Statements.
  (a) Whenever any general partnership is formed under the laws of this State to do business in this State, or any general partnership formed...
• 425-1.5 Filing in Office of the Director; Effective Time and Date.
  (a) A certified and executed partnership registration statement, any other statement or certification, or any judicial decree of dissolution or cancellation, a registration statement...
• 425-1.6 Filing Requirements; Filing Duty of the Director.
  (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to...
• 425-1.7 Correcting a Filed Document.
  (a) A domestic or foreign general partnership may correct a document filed with the director if the document: (1) Contains incorrect information; or (2)...
• 425-1.8 Execution of Statements.
  Each statement or document required by this chapter to be filed with the director of commerce and consumer affairs shall be signed and certified...
• 425-2 Forms to Be Furnished by Director.
  The registration, annual and other statements required by this part shall be filed on forms to be furnished by the director of commerce and...
• 425-3 Foreign Partnerships, Powers and Liabilities.
  A partnership formed under the laws of any other jurisdiction, shall, on filing a registration statement as required by section 425-1 and subject to...
• 425-3.5 Activities Not Constituting Transacting Business.
  (a) The activities of a foreign general partnership that do not constitute transacting business in this State within the meaning of this chapter include: (1)...
• 425-4 Partnership Between Husband and Wife; Prima Facie Proof.
  If any business tax return is filed by, or license to do business is issued in the names of, both husband and wife, such...
• 425-5 Minors and Incompetent Persons.
  A minor or incompetent person may not be a partner, but may have a beneficial interest in a partnership through a trustee or duly...
• 425-6 Partnership Name.
  (a) No statement or certificate of any partnership shall be recorded by the director unless the name is not the same as, or substantially identical...
• 425-7 Partnership Name; Change Of.
  Whenever any partnership shall change its partnership name, it shall within thirty days thereafter file in the office of the director of commerce and...
• 425-8 Reservation of Partnership Name.
  The exclusive right to the use of a partnership name may be reserved by any person intending to organize a domestic partnership, by any...
• 425-9 Statement of Dissolution.
  Whenever a domestic general partnership is dissolved, and the business is not continued, a statement thereof showing the cause of dissolution shall be filed...
• 425-10 Taxes, Etc., a Prior Lien on Partnership Property on Dissolution.
  Upon dissolution of a general partnership, any lawful taxes, imposts, license fees or assessments for which the partnership, or any partner in respect thereof,...
• 425-11 Record of Statements.
  The director shall keep books or files in which the information required by this chapter to be filed with the director shall be recorded....
• 425-12 Fee for Filing Documents and Issuing Certificates.
  (a) The following fees shall be paid to the director of commerce and consumer affairs upon the filing of general partnership documents: (1) Partnership registration...
• 425-13 Personal Liability and Penalty.
  (a) If a partner neglects or fails to comply with any provision of this part, all partners shall be liable jointly and severally for...
• 425-14 Cancellation of Registration.
  (a) The director may commence a proceeding to cancel the registration of a domestic or foreign general partnership if the partnership fails to: (1)...
• 425-15 Not Applicable to Corporations.
  Nothing in this part contained shall apply to corporations or incorporated companies. [L 1969, c 247, pt of §1]
• 425-16 Fees, Government Realizations.
  All fees received by virtue of this part shall be accounted for as part of the revenue of the State. [L 1969, c 247,...
• 425-17 Withdrawal Procedure for Foreign General Partnership.
  (a) Any foreign general partnership which has qualified to transact business in this State may withdraw and surrender its right to engage in business...
• 425-18 Registered Agent.
  Each domestic partnership or foreign partnership shall continuously maintain in this State a registered agent, who shall have a business address in this State...
• 425-19 Designation or Change of Registered Agent.
  (a) A partnership that does not already have a registered agent shall designate its registered agent by complying with the requirements of section 425R-4....
• 425-20 Resignation of Registered Agent.
  A registered agent may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 2002, c 130, pt of...
• 425-21 Service on Partnership.
  (a) Service of any notice or process authorized by law that is issued against any domestic or foreign partnership by any court, judicial or...

PART III. FOREIGN LIMITED PARTNERSHIPS--REPEALED

• 425-71 to 77 Repealed.
  L 1989, c 288, §3. Cross References Similar provisions, see chapter 425E, article 9.

PART IV. UNIFORM PARTNERSHIP ACT OLD--REPEALED

• 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:...
• 425-102 Knowledge and Notice.
  (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the...
• 425-103 Effect of Partnership Agreement; Nonwaivable Provisions.
  (a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership...
• 425-104 Supplemental Principles of Law.
  (a) Unless displaced by particular provisions of this part, the principles of law and equity supplement this part. (b) If an obligation to pay...
• 425-105 Recording and Notification of Statements.
  (a) A certified copy of a statement that has been filed in the office of the director and recorded in the bureau of conveyances...
• 425-106 Governing Law.
  (a) Except as otherwise provided in subsection (b), the law of the jurisdiction in which a partnership has its chief executive office governs relations...
• 425-107 Partnership Subject to Amendment or Repeal of Chapter.
  A partnership governed by this part is subject to any amendment to or repeal of this chapter. [L 1999, c 284, pt of §1]...

Nature of Partnership

• 425-108 Partnership As Entity.
  (a) A partnership is an entity distinct from its partners. (b) A limited liability partnership continues to be the same entity that existed before...
• 425-109 Formation of Partnership.
  (a) Except as otherwise provided in subsection (b), the association of two or more persons to carry on as co-owners a business for profit...
• 425-110 Partnership Property.
  Property acquired by a partnership is property of the partnership and not of the partners individually. [L 1999, c 284, pt of §1]
• 425-111 When Property is Partnership Property.
  (a) Property is partnership property if acquired in the name of: (1) The partnership; or (2) One or more partners with an indication in...

Relations of Partners to
Persons Dealing with Partnership

• 425-112 Partner Agent of Partnership.
  Subject to the effect of a partnership registration statement under section 425-1: (1) Each partner is an agent of the partnership for the purpose...
• 425-113 Transfer of Partnership Property.
  (a) Partnership property may be transferred as follows: (1) Subject to the effect of a partnership registration statement filed under section 425-1, partnership property...
• 425-114 Partnership Registration Statement.
  (a) A filed registration statement supplements the authority of a partner to enter into transactions on behalf of the partnership as follows: (1) Except...
• 425-115 Statement of Denial.
  A partner or other person named as a partner in a filed statement of partnership authority may file a statement of denial stating the...
• 425-116 Partnership Liable for Partner's Actionable Conduct.
  (a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful...
• 425-117 Partner's Liability.
  (a) Except as otherwise provided in subsections (b) and (c), all partners are liable jointly and severally for all obligations of the partnership unless...
• 425-118 Actions by and Against Partnership and Partners.
  (a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and,...
• 425-119 Liability of Purported Partner.
  (a) If a person, by word or conduct, purports to be a partner, or consents to being represented by another as a partner, in...

Relations of Partners to Each Other
and to Partnership

• 425-120 Partner's Rights and Duties.
  (a) Each partner is deemed to have an account that is: (1) Credited with an amount equal to the money plus the value of...
• 425-121 Distributions in Kind.
  A partner has no right to receive, and shall not be required to accept, a distribution in kind. [L 1999, c 284, pt of
• 425-122 Partner's Rights and Duties With Respect to Information.
  (a) A partnership shall keep its books and records, if any, at its chief executive office. (b) A partnership shall provide partners and their...
• 425-123 General Standards of Partner's Conduct.
  (a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of...
• 425-124 Actions by Partnership and Partners.
  (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty...
• 425-125 Continuation of Partnership Beyond Definite Term or Particular Undertaking.
  (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or...

Transferees and Creditors of Partner

• 425-126 Partner Not Co-Owner of Partnership Property.
  A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily....
• 425-127 Partner's Transferable Interest in Partnership.
  The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the...
• 425-128 Transfer of Partner's Transferable Interest.
  (a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) Is permissible; (2) Does not by itself...
• 425-129 Partner's Transferable Interest Subject to Charging Order.
  (a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest...

Partner's Dissociation

• 425-130 Events Causing Partner's Dissociation.
  A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership's receipt of notice of the...
• 425-131 Partner's Power to Dissociate; Wrongful Dissociation.
  (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section 425-130(1). (b) A partner's...
• 425-132 Effect of Partner's Dissociation.
  (a) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 425-138 to 425-144 apply; otherwise, sections 425-133...

Partner's Dissociation When
Business Not Wound Up

• 425-133 Purchase of Dissociated Partner's Interest.
  (a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 425-138,...
• 425-134 Dissociated Partner's Power to Bind and Liability to Partnership.
  (a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership is bound...
• 425-135 Dissociated Partner's Liability to Other Persons.
  (a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not...
• 425-136 Statement of Dissociation.
  (a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is...
• 425-137 Continued Use of Partnership Name.
  Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make...

Winding Up Partnership Business

• 425-138 Events Causing Dissolution and Winding Up of Partnership Business.
  A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events: (1) In a...
• 425-139 Partnership Continues After Dissolution.
  (a) Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when...
• 425-140 Right to Wind Up Partnership Business.
  (a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner,...
• 425-141 Partner's Power to Bind Partnership After Dissolution.
  Subject to section 425-142, a partnership is bound by a partner's act after dissolution that: (1) Is appropriate for winding up the partnership business;...
• 425-142 Statement of Dissolution.
  (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that...
• 425-143 Partner's Liability to Other Partners After Dissolution.
  (a) Except as otherwise provided in subsection (b) and section 425-117, after dissolution a partner is liable to the other partners for the partner's...
• 425-144 Settlement of Accounts and Contributions Among Partners.
  (a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be...

Miscellaneous Provisions--Repealed

• 425-145 Repealed.
  L 2000, c 218, §7.

Limited Liability Partnerships

• 425-151 Name.
  The name of a limited liability partnership shall contain "Registered Limited Liability Partnership" or "Limited Liability Partnership", or the abbreviation "R.L.L.P.", "L.L.P.", "RLLP", or...
• 425-152 Limited Liability Partnerships; Formation.
  (a) A partnership may become a limited liability partnership if the partnership: (1) Obtains the partnership's approval of the terms and conditions upon which...
• 425-153 Statement of Qualification.
  425-153 Statement of qualification. A statement of qualification shall contain: (1) The name of the partnership; (2) A statement that the partnership elects to be...
• 425-154 Amending and Restating, Amending, and Restating the Statement of Qualification; Voluntary Cancellation.
  (a) A statement of qualification may be amended and restated at any time for any proper purpose determined by the partners. The amended and...
• 425-155 Status As Limited Liability Partnership; Cancellation.
  (a) The status of a partnership as a limited liability partnership shall be effective upon the filing of the statement of qualification. (b) Status...
• 425-156 Foreign Limited Liability Partnerships.
  (a) Before transacting business in this State, a foreign limited liability partnership shall register pursuant to part I of this chapter, file a statement...
• 425-157 Law Governing Foreign Limited Liability Partnership.
  (a) The law under which a foreign limited liability partnership is formed shall govern relations among the partners, between the partners and the partnership,...
• 425-158 Statement of Foreign Qualification.
  A statement of foreign qualification shall contain: (1) The name of the foreign limited liability partnership, which name complies with the law of the...
• 425-159 Amending, Restating, and Amending and Restating the Statement of Foreign Qualification; Voluntary Cancellation.
  (a) A foreign limited liability partnership shall amend, restate, and amend and restate the statement of qualification in the same manner prescribed for domestic...
• 425-160 Status As Qualified Foreign Limited Liability Partnership; Cancellation.
  (a) The status of a partnership as a qualified foreign limited liability partnership shall be effective upon the filing of the statement of foreign...
• 425-161 Foreign Limited Liability Partnerships; Effect of Failure to Qualify.
  (a) A foreign limited liability partnership engaged in the transaction of business in this State shall not maintain an action or proceeding in this...
• 425-162 Foreign Limited Liability Partnerships; Activities Not Constituting the Transaction of Business.
  (a) Activities of a foreign limited liability partnership that do not constitute the transaction of business include: (1) Maintaining, defending, or settling an action...
• 425-163 Annual Report.
  (a) Every limited liability partnership and foreign limited liability partnership authorized to transact business in this State shall file an annual report in the...
• 425-164 Revocation of Statement of Qualification.
  (a) The director may revoke the statement of qualification of a limited liability partnership or statement of foreign qualification of a foreign limited liability...
• 425-165, 166 Repealed.
  L 2002, c 130, §§115, 116.
• 425-167 Correction of Filed Documents.
  (a) A domestic limited liability partnership or foreign limited liability partnership may correct a document filed with the director if the document: (1) Contains...
• 425-168 Fee for Recording.
  (a) The director shall collect the following fees for the following limited liability partnership documents: (1) Annual report, $25; (2) Statement of qualification, $50;...
• 425-169 Revocation If Instrument Dishonored.
  The director may revoke the filing of a document filed under this subpart if the director determines that the filing fee for the document...
• 425-170 Repealed.
  L 2002, c 130, §117.
• 425-171 Action by Director.
  The director may maintain an action to restrain a foreign limited liability partnership from transacting business in this State in violation of this subpart....
• 425-172 Personal Liability and Penalty.
  (a) Each partner of a partnership that neglects or fails to substantially comply with any provision of this subpart shall severally forfeit to the...
• 425-173 Transition Rules for Limited Liability Partnerships and Foreign Limited Liability Partnerships Under Prior Law.
  (a) All entities that were limited liability partnerships registered under the law in effect on the date preceding July 1, 2000, shall be converted...

PART V. LIMITED LIABILITY PARTNERSHIP ACT--REPEALED

• 425-151 to 180 Repealed.
  Part heading on page 468 of the main volume is reproduced to correct printing error. §§425-151 to 180 REPEALED. L 2000, c 218, §8....
• 425-192 Conversion Into and From Partnerships or Limited Liability Partnerships.
  Part heading on page 468 of the main volume is reproduced to correct printing error. §425-192 Conversion into and from partnerships or limited liability...
• 425-193 Articles of Conversion.
  Part heading on page 468 of the main volume is reproduced to correct printing error. §425-193 Articles of conversion. (a) If a plan of...
• 425-194 Repealed.
  Part heading on page 468 of the main volume is reproduced to correct printing error. §425-194 REPEALED. L 2003, c 124, §104.
• 425-195 Effect of Conversion.
  Part heading on page 468 of the main volume is reproduced to correct printing error. §425-195 Effect of conversion. When a conversion becomes effective:...
• 425-196 Administrative Order of Abatement for Infringement of Partnership Name.
  Part heading on page 468 of the main volume is reproduced to correct printing error. §425-196 Administrative order of abatement for infringement of partnership...
• 425-197 Uniformity of Application and Construction.
  Part heading on page 468 of the main volume is reproduced to correct printing error. [§425-197] Uniformity of application and construction. This chapter shall...
• 425-198 Short Title.
  Part heading on page 468 of the main volume is reproduced to correct printing error. [§425-198] Short title. This chapter may be cited as...

PART VII. MERGERS

• 425-201 Definitions.
  As used in this part: "Association" means an association organized under chapter 421 or 421C. "Merger" means the procedure authorized by this part in...
• 425-202 Foreign Mergers.
  (a) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws...
• 425-203 Merger of General Partnerships and Limited Liability Partnerships.
  (a) Pursuant to a plan of merger, a domestic general partnership, foreign general partnership, domestic limited liability partnership, or foreign limited liability partnership may...
• 425-204 Articles of Merger.
  (a) After approval of the plan of merger, unless the merger is terminated, articles of merger shall be signed on behalf of each general...
• 425-205 Effect of Merger.
  (a) When a merger takes effect: (1) The separate existence of each entity that is a party to the merger, other than the surviving...
• 425-206 Repealed.
  L 2004, c 121, §59.

Last modified: October 27, 2016