Hawaii Revised Statutes 414. Hawaii Business Corporation Act

PART I. GENERAL PROVISIONS

• 414-1 Short Title.
  This chapter shall be known and may be cited as the "Hawaii Business Corporation Act". [L 2000, c 244, pt of §1; am L...
• 414-2 Reservation of Power to Amend or Repeal.
  The legislature has the power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations...
• 414-3 Definitions.
  As used in this chapter: "Articles of incorporation" include amended and restated articles of incorporation and articles of merger. "Authorized shares" means the shares...
• 414-4 Notice.
  (a) Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. (b) Notice is effective if communicated in...
• 414-5 Number of Shareholders.
  (a) For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: (1) Three...
• 414-6 Department Director; Powers.
  The director of commerce and consumer affairs for the State of Hawaii has the power reasonably necessary to perform the duties required of the...

PART II. FILING DOCUMENTS

• 414-11 Filing Requirements.
  (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be...
• 414-12 Forms.
  (a) The department director may prescribe and furnish on request forms for: (1) An application for a certificate of good standing; (2) A foreign...
• 414-13 Filing, Service, and Copying Fees.
  (a) The following fees shall be paid to the department director upon the filing of corporate documents: (1) Articles of incorporation, $100; (2) Articles...
• 414-14 Effective Time and Date of Document.
  (a) Except as provided in subsection (b) and section 414-15(c), a document accepted for filing is effective at the time of filing on the...
• 414-15 Correcting Filed Document.
  (a) A domestic or foreign corporation may correct a document filed by the department director if the document: (1) Contains an incorrect statement; or...
• 414-16 Filing Duty of Department Director.
  (a) If a document delivered to the department director for filing satisfies the requirements of section 414-11, the department director shall file it. (b)...
• 414-17 Appeal From Department Director's Refusal to File Document.
  (a) If the department director refuses to file a document delivered to the department director for filing, the domestic or foreign corporation may appeal...
• 414-18 Evidentiary Effect of Copy of Filed Document.
  A certificate attached to a copy of a document filed by the department director, bearing the department director's signature (which may be in facsimile)...
• 414-19 Certificates and Certified Copies to Be Received in Evidence.
  All certificates issued by the department director pursuant to this chapter, and all copies of documents filed in the department director's office pursuant to...
• 414-20 Penalty for Signing False Document.
  (a) A person commits an offense if the person signs a document the person knows is false in any material respect with intent that...

PART III. INCORPORATION

• 414-31 Incorporators.
  One or more individuals may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department director for...
• 414-32 Articles of Incorporation.
  (a) The articles of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 414-51; (2) The...
• 414-33 Incorporation.
  (a) The corporate existence begins when the articles of incorporation are filed. (b) The department director's filing of the articles of incorporation is conclusive...
• 414-34 Liability for Pre-Incorporation Transactions.
  All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally...
• 414-35 Organization of Corporation.
  (a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the...
• 414-36 Bylaws.
  (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may...
• 414-37 Emergency Bylaws.
  (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an...

PART IV. PURPOSES AND POWERS

• 414-41 Purposes.
  (a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth...
• 414-42 General Powers.
  Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as...
• 414-43 Emergency Powers.
  (a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may: (1) Modify lines of...
• 414-44 Ultra Vires.
  (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or...

PART V. NAME

• 414-51 Corporate Name.
  (a) A corporate name: (1) Must contain the word "corporation", "incorporated", or "limited", or the abbreviation "corp.", "inc.", or "ltd."; and (2) May not...
• 414-52 Reserved Name.
  (a) A person may reserve the exclusive use of a domestic or foreign corporate name including a fictitious name for a foreign corporation whose...
• 414-53 Administrative Order of Abatement for Infringement of Corporate Name.
  (a) Any domestic corporation in good standing or foreign corporation authorized to do business in this State claiming that the name of any entity...

PART VI. OFFICE AND AGENT

• 414-61 Registered Agent.
  Each corporation shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be: (1)...
• 414-62 Designation or Change of Registered Agent.
  (a) A corporation that does not already have a registered agent shall designate its registered agent by complying with section 425R-4. (b) A corporation...
• 414-63 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 2000, c 244, pt of...
• 414-64 Service on Corporation.
  (a) Service of any notice or process authorized by law issued against any corporation, whether domestic or foreign, by any court, judicial or administrative...

PART VII. SHARES AND DISTRIBUTIONS
A. Shares

• 414-71 Authorized Shares.
  (a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized...
• 414-72 Terms of Class or Series Determined by Board of Directors.
  (a) If and to the extent the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences,...
• 414-73 Issued and Outstanding Shares.
  (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued...
• 414-74 Fractional Shares.
  (a) A corporation may: (1) Issue fractions of a share or pay in money the value of fractions of a share; (2) Arrange for...

B. Issuance of Shares

• 414-81 Subscription for Shares Before Incorporation.
  (a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period...
• 414-82 Issuance of Shares.
  (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b)...
• 414-83 Liability of Shareholders.
  (a) A purchaser from a corporation of the corporation's own shares is not liable to the corporation or its creditors with respect to the...
• 414-84 Share Dividends.
  (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the...
• 414-85 Share Options.
  A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms...
• 414-86 Form and Content of Certificates.
  (a) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of...
• 414-87 Shares Without Certificates.
  (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or...
• 414-88 Restriction on Transfer of Shares and Other Securities.
  (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer...
• 414-89 Expense of Issue.
  A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for...

C. Subsequent Acquisition of Shares
by Shareholders and Corporation

• 414-101 Shareholders' Preemptive Rights.
  (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles...
• 414-102 Corporation's Acquisition of Its Own Shares.
  (a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. (b) If the articles of incorporation prohibit...

D. Distributions

• 414-111 Distributions to Shareholders.
  (a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation...

PART VIII. SHAREHOLDERS
A. Meetings

• 414-121 Annual Meeting.
  (a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. (b) Annual...
• 414-122 Special Meeting.
  (a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized...
• 414-123 Court-Ordered Meeting.
  (a) The circuit court may summarily order a meeting to be held: (1) On application of any shareholder of the corporation entitled to participate...
• 414-124 Action Without Meeting.
  (a) Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action...
• 414-125 Notice of Meeting.
  (a) A corporation shall notify shareholders of the date, time, and place, if any, of each annual and special shareholders' meeting no fewer than...
• 414-126 Waiver of Notice.
  (a) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated...
• 414-127 Record Date.
  (a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups to determine the shareholders...

B. Voting

• 414-141 Shareholders' List for Meeting.
  (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who...
• 414-142 Voting Entitlement of Shares.
  (a) Except as provided in subsections (b) and (d) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is...
• 414-143 Proxies.
  (a) A shareholder may vote the shareholder's shares in person or by proxy. (b) A shareholder may appoint a proxy to vote or otherwise...
• 414-144 Shares Held by Nominees.
  (a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is...
• 414-145 Corporation's Acceptance of Votes, Etc.
  (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, acting in...
• 414-146 Quorum and Voting Requirements for Voting Groups.
  (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of...
• 414-147 Action by Single and Multiple Voting Groups.
  (a) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter...
• 414-148 Greater Quorum or Voting Requirements.
  (a) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided...
• 414-149 Voting for Directors; Cumulative Voting.
  (a) Unless otherwise provided in the articles of incorporation, directors shall be elected by a plurality of the votes cast by the shares entitled...

C. Voting Trusts and Agreements

• 414-161 Voting Trusts.
  (a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by...
• 414-162 Voting Agreements.
  (a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose....
• 414-163 Shareholder Agreements.
  (a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though...

D. Derivative Proceedings

• 414-171 Definitions.
  As used in this subpart: "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in...
• 414-172 Standing.
  A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (1) Was a shareholder of the corporation at the time of...
• 414-173 Demand.
  No shareholder may commence a derivative proceeding until: (1) A written demand has been made upon the corporation to take suitable action; and (2)...
• 414-174 Stay of Proceedings.
  If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for a...
• 414-175 Dismissal.
  (a) A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection (b)...
• 414-176 Discontinuance or Settlement.
  A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will...
• 414-177 Payment of Expenses.
  On termination of the derivative proceeding the court may: (1) Order the corporation to pay the plaintiff's reasonable expenses (including counsel fees) incurred in...
• 414-178 Applicability to Foreign Corporations.
  In any derivative proceeding in the right of a foreign corporation, the matters covered by this subpart shall be governed by the laws of...

PART IX. DIRECTORS AND OFFICERS
A. Board of Directors

• 414-191 Requirement for and Duties of Board of Directors.
  (a) Except as provided in section 414-163, each corporation must have a board of directors. (b) All corporate powers shall be exercised by or...
• 414-192 Qualifications of Directors.
  The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this State or a shareholder...
• 414-193 Number and Election of Directors.
  (a) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles...
• 414-194 Election of Directors by Certain Classes of Shareholders.
  If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number...
• 414-195 Terms of Directors Generally.
  (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (b) The terms...
• 414-196 Staggered Terms for Directors.
  If there are nine or more directors, the articles of incorporation may provide for staggering their terms by dividing the total number of directors...
• 414-197 Resignation of Directors.
  (a) A director may resign at any time by delivering notice given in writing or by electronic transmission to the board of directors, its...
• 414-198 Removal of Directors by Shareholders.
  (a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed...
• 414-199 Removal of Directors by Judicial Proceeding.
  (a) The circuit court may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its...
• 414-200 Vacancy on Board.
  (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase...
• 414-201 Compensation of Directors.
  Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. [L 2000, c 244, pt...

B. Meetings and Action of the Board

• 414-211 Meetings.
  (a) The board of directors may hold regular or special meetings in or out of this State. (b) Unless the articles of incorporation or...
• 414-212 Action Without Meeting.
  (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of...
• 414-213 Notice of Meeting.
  (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the...
• 414-214 Waiver of Notice of Meeting.
  (a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time...
• 414-215 Quorum and Voting.
  (a) Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a...
• 414-216 Committees.
  (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of...

C. Standards of Conduct

• 414-221 General Standards for Directors.
  (a) A director shall discharge the director's duties as a director, including the director's duties as a member of a committee: (1) In good...
• 414-222 Limitation of Liability of Directors; Shareholder Approval Required.
  (a) A corporation may eliminate or limit the personal liability of its directors in any action brought by the shareholders or the corporation for...
• 414-223 Liability for Unlawful Distributions.
  (a) A director who votes for or assents to a distribution made in violation of section 414-111 or the articles of incorporation is personally...

D. Officers

• 414-231 Required Officers.
  (a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) A...
• 414-232 Duties of Officers.
  Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the...
• 414-233 Standards of Conduct for Officers.
  (a) An officer with discretionary authority shall discharge the officer's duties under that authority: (1) In good faith; (2) With the care an ordinarily...
• 414-234 Resignation and Removal of Officers.
  (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless...
• 414-235 Contract Rights of Officers.
  (a) The appointment or election of an officer does not itself create contract rights. (b) An officer's removal does not affect the officer's contract...

E. Indemnification

• 414-241 Definitions.
  As used in this subpart: "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger. "Director" or "officer" means an...
• 414-242 Permissible Indemnification.
  (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual...
• 414-243 Mandatory Indemnification.
  A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the...
• 414-244 Advance for Expenses.
  (a) A corporation, before final disposition of a proceeding, may advance funds to pay for or reimburse the reasonable expenses incurred by a director...
• 414-245 Court-Ordered Indemnification and Advance for Expenses.
  (a) A director who is a party to a proceeding because the director is a director may apply for indemnification or an advance for...
• 414-246 Determination and Authorization of Indemnification.
  (a) A corporation may not indemnify a director under section 414-242 unless authorized for a specific proceeding after a determination has been made that...
• 414-247 Officers.
  (a) A corporation may indemnify and advance expenses under this subpart to an officer of the corporation who is a party to a proceeding...
• 414-248 Insurance.
  A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while...
• 414-249 Variation by Corporate Action; Application of Subpart.
  (a) A corporation, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its...
• 414-250 Nonexclusivity of Subpart.
  (a) The indemnification provided by this subpart shall not be deemed exclusive of any other rights to which those indemnified may be entitled under...

F. Directors' Conflicting Interest Transactions

• 414-261 Definitions.
  As used in this subpart: "Conflicting interest" with respect to a corporation means the interest a director of the corporation has respecting a transaction...
• 414-262 Judicial Action.
  (a) A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or any other entity in...
• 414-263 Directors' Action.
  (a) The action of directors respecting a transaction is effective for purposes of section 414-262(b)(1) if the transaction received the affirmative vote of a...
• 414-264 Shareholders' Action.
  (a) Shareholders' action respecting a transaction is effective for purposes of section 414-262(b)(2) if a majority of the votes entitled to be cast by...

PART X. CONVERSIONS

• 414-271 Conversion Into and From Corporations.
  (a) A domestic corporation may adopt a plan of conversion and convert to a foreign corporation or any other entity if: (1) The board...
• 414-272 Articles of Conversion.
  (a) If a plan of conversion has been approved in accordance with section 414-271 and has not been abandoned, articles of conversion shall be...
• 414-273 Repealed.
  L 2003, c 124, §100.
• 414-274 Effect of Conversion.
  When a conversion becomes effective: (1) The converting entity shall continue to exist without interruption, but in the organizational form of the converted entity;...

PART XI. AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
A. Amendment of Articles of Incorporation

• 414-281 Authority to Amend.
  (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in...
• 414-282 Amendment by Board of Directors.
  Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation...
• 414-283 Amendment by Board of Directors and Shareholders.
  (a) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. (b) For...
• 414-284 Voting on Amendments by Voting Groups.
  (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise...
• 414-285 Amendment Before Issuance of Shares.
  If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation's articles...
• 414-286 Articles of Amendment.
  A corporation amending its articles of incorporation shall deliver to the department director for filing articles of amendment setting forth: (1) The name of...
• 414-287 Restated or Amended and Restated Articles of Incorporation.
  (a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action. (b) If the board...
• 414-288 Amendment Pursuant to Reorganization.
  (a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of...
• 414-289 Effect of Amendment.
  An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to...

B. AMENDMENT OF BYLAWS

• 414-301 Amendment by Board of Directors or Shareholders.
  (a) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The articles of incorporation or this chapter reserve this...
• 414-302 Bylaw Increasing Quorum or Voting Requirement for Shareholders.
  (a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement...
• 414-303 Bylaw Increasing Quorum or Voting Requirement for Directors.
  (a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (1) If originally...

PART XII. MERGER AND SHARE EXCHANGE

• 414-310 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 which...
• 414-311 Merger.
  (a) Pursuant to a plan of merger adopted by the board of directors and approved by the shareholders (if required under section 414-313), a...
• 414-311.6 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...
• 414-312 Share Exchange.
  (a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of...
• 414-313 Action Plan.
  (a) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board...
• 414-314 Merger of Subsidiary.
  (a) A parent corporation owning at least ninety per cent of the outstanding shares of each class of a subsidiary corporation may merge the...
• 414-315 Articles of Merger or Share Exchange.
  (a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval...
• 414-316 Effect of Merger or Share Exchange.
  (a) When a merger takes effect: (1) Every other entity that is a party to the merger merges into the surviving entity and the...
• 414-317 Repealed.
  L 2002, c 41, §26.
• 414-318 Merger of Subsidiary Corporations.
  (a) Any corporation owning at least ninety per cent of the outstanding shares of each class of two or more corporations may adopt a...
• 414-319 Repealed.
  L 2002, c 41, §27.

PART XIII. SALE OF ASSETS

• 414-331 Sale of Assets in Regular Course of Business and Mortgage of Assets.
  (a) A corporation, on the terms and conditions and for the consideration determined by the board of directors, may: (1) Sell, lease, exchange, or...
• 414-332 Sale of Assets Other Than in Regular Course of Business.
  (a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the goodwill), otherwise...

PART XIV. DISSENTERS' RIGHTS
A. Right to Dissent and Obtain Payment for Shares

• 414-341 Definitions.
  As used in this part: "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by...
• 414-342 Right to Dissent.
  (a) A shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder's shares in the event of, any...
• 414-343 Dissent by Nominees and Beneficial Owners.
  (a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the shareholder's name only if the shareholder...

B. Procedure for Exercise of Dissenters' Rights

• 414-351 Notice of Dissenters' Rights.
  (a) If proposed corporate action creating dissenters' rights under section 414-342 is submitted to a vote at a shareholders' meeting, the meeting notice must...
• 414-352 Notice of Intent to Demand Payment.
  (a) If proposed corporate action creating dissenters' rights under section 414-342 is submitted to a vote at a shareholders' meeting, a shareholder who wishes...
• 414-353 Dissenters' Notice.
  (a) If proposed corporate action creating dissenters' rights under section 414-342 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters'...
• 414-354 Duty to Demand Payment.
  (a) A shareholder sent a dissenters' notice described in section 414-353 must demand payment, certify whether the shareholder acquired beneficial ownership of the shares...
• 414-355 Share Restrictions.
  (a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate...
• 414-356 Payment.
  (a) Except as provided in section 414-358, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the...
• 414-357 Failure to Take Action.
  (a) If the corporation does not take the proposed action within sixty days after the date set for demanding payment and depositing share certificates,...
• 414-358 After-Acquired Shares.
  (a) A corporation may elect to withhold payment required by section 414-356 from a dissenter unless the dissenter was the beneficial owner of the...
• 414-359 Procedure If Shareholder Dissatisfied With Payment or Offer.
  (a) A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and amount...

C. Judicial Appraisal of Shares

• 414-371 Court Action.
  (a) If a demand for payment under section 414-359 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment...
• 414-372 Court Costs and Counsel Fees.
  (a) The court in an appraisal proceeding commenced under section 414-371 shall determine all costs of the proceeding, including the reasonable compensation and expenses...

PART XV. DISSOLUTION
A. Voluntary Dissolution

• 414-381 Dissolution by Incorporators or Initial Directors.
  A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the...
• 414-382 Dissolution by Board of Directors and Shareholders.
  (a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1)...
• 414-383 Articles of Dissolution.
  (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department director for filing articles of dissolution setting...
• 414-384 Revocation of Dissolution.
  (a) A corporation may revoke its dissolution within one hundred twenty days of its effective date. (b) Revocation of dissolution shall be authorized in...
• 414-385 Effect of Dissolution.
  (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its...
• 414-386 Known Claims Against Dissolved Corporation.
  (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation...
• 414-387 Unknown Claims Against Dissolved Corporation.
  (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance...

B. Administrative Dissolution

• 414-401 Grounds for Administrative Dissolution.
  The department director may commence a proceeding under section 414-402 to administratively dissolve a corporation if the corporation fails to: (1) Pay any fees...
• 414-402 Procedure for and Effect of Administrative Dissolution and Effect of Expiration.
  (a) If the department director determines that one or more grounds exist under section 414-401 for dissolving a corporation, the department director shall give...
• 414-403 Reinstatement Following Administrative Dissolution.
  (a) A corporation administratively dissolved under section 414-402 may apply to the department director for reinstatement within two years after the effective date of...
• 414-404 Appeal From Denial of Reinstatement.
  (a) If the department director denies a corporation's application for reinstatement following administrative dissolution, the department director shall mail a written notice to the...

C. Judicial Dissolution

• 414-411 Grounds for Judicial Dissolution.
  The circuit court may dissolve a corporation: (1) In a proceeding by the attorney general if it is established that: (A) The corporation obtained...
• 414-412 Procedure for Judicial Dissolution.
  (a) Venue for a proceeding by the attorney general to dissolve a corporation lies in circuit court. Venue for a proceeding brought by any...
• 414-413 Receivership or Custodianship.
  (a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or...
• 414-414 Decree of Dissolution.
  (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 414-411 exist, it may enter...
• 414-415 Election to Purchase in Lieu of Dissolution.
  (a) In a proceeding under section 414-411(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded...

D. Miscellaneous

• 414-421 Deposit With Director of Finance.
  Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who...
• 414-422 Trustees or Receivers for Dissolved Corporations; Appointment; Powers; Duties.
  (a) When any corporation organized and authorized to issue shares under the laws of this State shall be or shall have been dissolved or...

PART XVI. FOREIGN CORPORATIONS
A. Certificate of Authority

• 414-431 Authority to Transact Business Required.
  (a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the department director. (b) The...
• 414-432 Consequences of Transacting Business Without Authority.
  (a) A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding in any court in this...
• 414-433 Application for Certificate of Authority.
  (a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the department director...
• 414-434 Change of Name by Foreign Corporation.
  (a) Whenever the name of a foreign corporation authorized to transact business in this State is changed by the amendment of its articles of...
• 414-435 Effect of Certificate of Authority.
  (a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State subject to the right...
• 414-436 Corporate Name of Foreign Corporation.
  (a) If the corporate name of a foreign corporation does not satisfy the requirements of section 414-51(b), (c), and (d), the foreign corporation to...
• 414-437 Registered Agent of Foreign Corporation.
  Each foreign corporation authorized to transact business in this State must continuously maintain in this State a registered agent, who may be: (1) An...
• 414-438 Change of Registered Agent of Foreign Corporation.
  (a) A foreign corporation authorized to transact business in this State may change its registered agent by complying with the requirements of section 425R-7....
• 414-439 Resignation of Registered Agent of Foreign Corporation.
  The registered agent of a foreign corporation may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 2000,...
• 414-440 Service on Foreign Corporation.
  (a) Service of any notice or process authorized by law that is issued against any foreign corporation by any court, judicial or administrative officer,...
• 414-441 Application to Corporations Heretofore Authorized to Transact Business in This State.
  Foreign corporations that are duly authorized to transact business in this State on July 1, 2001, for a purpose or purposes for which a...

B. Withdrawal

• 414-451 Withdrawal of Foreign Corporation.
  (a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal...

C. Revocation of Certificate of Authority

• 414-461 Grounds for Revocation.
  The department director may commence a proceeding under section 414-462 to revoke the certificate of authority of a foreign corporation authorized to transact business...
• 414-462 Procedure for and Effect of Revocation.
  (a) If the department director determines that one or more grounds exist under section 414-461 for revocation of a certificate of authority, the department...
• 414-463 Appeal From Revocation.
  (a) A foreign corporation may appeal the department director's revocation of its certificate of authority to the circuit court within thirty days after the...

PART XVII. RECORDS AND REPORTS
A. Records

• 414-470 Books and Records.
  (a) Each corporation shall keep accurate and complete books and records of account and shall keep and maintain at its principal office, or other...

B. Reports

• 414-472 Annual Report.
  (a) Each domestic corporation, and each foreign corporation authorized to transact business in this State, shall deliver to the department director for filing an...
• 414-473 Penalties Imposed Upon Corporations.
  Each corporation, domestic or foreign, that fails or refuses to file its annual report for any year within the time prescribed by this part...

PART XVIII. TRANSITION PROVISIONS

• 414-481 Application to Existing Domestic Corporations.
  This chapter applies to all domestic corporations in existence on July 1, 2001 that were incorporated under any general statute of this State providing...
• 414-482 Application to Qualified Foreign Corporations.
  A foreign corporation authorized to transact business in this State on July 1, 2001 is subject to this chapter but is not required to...
• 414-483 Savings Provision.
  (a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect: (1) The operation of the statute...
• 414-484 Severability.
  If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the...

Last modified: October 27, 2016