Hawaii Revised Statutes 414d. Hawaii Nonprofit Corporations Act

PART I. GENERAL PROVISIONS

• 414d-1 Short Title.
  This chapter shall be known and may be cited as the "Hawaii Nonprofit Corporations Act". [L 2001, c 105, pt of §1]
• 414d-2 Reservation of Power to Amend or Repeal.
  The Hawaii legislature has power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations...
• 414d-3 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...
• 414d-4 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...
• 414d-5 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, $50; (2) Articles...
• 414d-6 Effective Time and Date of Document.
  (a) Except as otherwise provided in subsection (b) and section 414D-7(c), a document is effective: (1) At the time of filing on the date...
• 414d-7 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...
• 414d-8 Filing Duty of the Department Director.
  (a) If a document delivered to the office of the department director for filing satisfies the requirements of section 414D-3, the department director shall...
• 414d-9 Appeal From the Department Director's Refusal to File Document.
  (a) If the department director refuses to file a document delivered for filing to the department director's office, the domestic or foreign corporation may...
• 414d-10 Evidentiary Effect of Copy of Filed Document.
  A certificate attached to a copy of a document bearing the department director's signature (which may be in facsimile) and the seal of the...
• 414d-11 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...
• 414d-12 Penalty for Signing False Document.
  (a) A person commits an offense by signing a document the person knows is false in any material respect with intent that the document be...
• 414d-13 Department Director; Powers.
  The department director has the power reasonably necessary to perform the duties required of the department director's office by this chapter. The department director...
• 414d-14 Definitions.
  Unless the context otherwise requires in this chapter: "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common...
• 414d-15 Notice.
  (a) Notice may be oral, in the form of an electronic transmission as described in subsections (i) and (j), or written. (b) Notice may be...
• 414d-16 Private Foundations.
  Except as otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Code:...
• 414d-17 Judicial Relief.
  (a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or...
• 414d-18 Miscellaneous Charges.
  The department director shall charge and collect: (1) For furnishing a certified copy of any document, instrument, or paper relating to a corporation, $10;...
• 414d-19 Shares of Stock and Dividends Prohibited; Compensation; Distribution.
  A corporation under this chapter shall not authorize or issue shares of stock except for limited-equity housing cooperatives. No dividend shall be paid and...
• 414d-20 Notice to the Attorney General of Commencement of Proceeding.
  (a) The attorney general shall be given written notice of the commencement of any proceeding that this chapter authorizes the attorney general to bring but...

PART II. ORGANIZATION

• 414d-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...
• 414d-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 414D-61; (2) The...
• 414d-33 Incorporation.
  (a) A corporation's existence begins when the articles of incorporation are filed with the department director. (b) The department director's filing of the articles...
• 414d-34 Liability for Preincorporation 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...
• 414d-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...
• 414d-36 Bylaws.
  (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws may contain any provision...
• 414d-37 Emergency Bylaws and Powers.
  (a) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency...

PART III. PURPOSES AND POWERS

• 414d-51 Purposes.
  (a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth...
• 414d-52 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...
• 414d-53 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...
• 414d-54 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 IV. NAMES

• 414d-61 Corporate Name.
  (a) A corporate name shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by...
• 414d-62 Reserved Name.
  (a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is...
• 414d-63 Repealed.
  L 2003, c 124, §101.
• 414d-64 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 another entity...

PART V. OFFICE AND REGISTERED AGENT

• 414d-71 Registered Agent.
  Each corporation shall continuously maintain in this State a registered agent, who shall have a business address in this State and shall be: (1)...
• 414d-72 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 may...
• 414d-73 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 2001, c 105, pt of...
• 414d-74 Service on Corporation.
  (a) Service of any notice or process authorized by law that is issued against any domestic or foreign corporation by any court, judicial or...

part VI. MEMBERS AND MEMBERSHIPS

• 414d-81 Admission.
  (a) The articles or bylaws may establish criteria or procedures for the admission of members. (b) No person shall be admitted as a member...
• 414d-82 Consideration.
  Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by...
• 414d-83 No Requirement of Members.
  A corporation is not required to have members. [L 2001, c 105, pt of §1]
• 414d-84 Differences in Rights and Obligations of Members.
  (a) All members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer; unless the articles or bylaws establish...
• 414d-85 Member's Liability to Third Parties.
  A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. [L 2001, c...
• 414d-86 Member's Liability for Dues, Assessments, and Fees.
  A member may be liable to the corporation for dues, assessments, or fees; provided that the articles or bylaws or a resolution adopted by...
• 414d-87 Creditor's Action Against Member.
  (a) No action may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment...
• 414d-88 Repealed.
  L 2002, c 130, §113.
• 414d-89 Termination, Expulsion, and Suspension.
  (a) No member may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to...
• 414d-89.5 Amendment Terminating or Canceling Members; Redemption of Membership.
  (a) Any amendment to the articles or bylaws which would terminate all members or any class of members or redeem or cancel all memberships...
• 414d-90 Derivative Suits.
  (a) A proceeding may be brought on behalf of a domestic or foreign corporation to procure a judgment in its favor by any member or...
• 414d-91 Delegates.
  (a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. (b) The articles...

PART VII. MEMBERS' MEETINGS, AND VOTING

• 414d-101 Annual and Regular Meetings.
  (a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (b)...
• 414d-102 Special Meetings.
  (a) A corporation with members shall hold a special meeting of members: (1) On call of its board, or the person or persons authorized...
• 414d-103 Court-Ordered Meetings.
  (a) The court of the county where a corporation's principal office (or, if none in this State, in the city and county of Honolulu)...
• 414d-104 Action by Written Consent.
  (a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members at...
• 414d-104.5 Action by Ballot.
  (a) Except as otherwise restricted by the articles of incorporation or bylaws of a corporation, any action that may be taken at any annual,...
• 414d-105 Notice of Meeting.
  (a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that...
• 414d-106 Waiver of Notice.
  (a) A member may waive any notice required by this chapter, the articles, or the bylaws before or after the date and time stated...
• 414d-107 Record Date; Determining Members Entitled to Notice and Vote.
  (a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members...
• 414d-108 Repealed.
  L 2002, c 130, §114.
• 414d-109 Members' List for Meeting.
  (a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all...
• 414d-110 Voting Entitlement Generally.
  (a) The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent...
• 414d-111 Quorum Requirements.
  (a) Unless this chapter, the articles, or the bylaws provide for a higher or lower quorum, ten per cent of the votes entitled to...
• 414d-112 Voting Requirements.
  (a) Unless this chapter, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative...
• 414d-113 Proxies.
  (a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the...
• 414d-114 Cumulative Voting for Directors.
  (a) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members...
• 414d-115 Other Methods of Electing Directors.
  A corporation may provide in its articles or bylaws for the election of directors by members or delegates: (1) On the basis of chapter...
• 414d-116 Corporation's Acceptance of Votes.
  (a) If the name signed on a vote, ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, acting...
• 414d-117 Voting Agreements.
  (a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. The agreements...

part VIII. DIRECTORS AND OFFICERS

• 414d-131 Requirement for and Duties of the Board.
  (a) Each corporation shall have a board of directors. (b) Except as provided in this chapter or subsection (c), all corporate powers shall be...
• 414d-132 Qualifications of Directors.
  All directors shall be individuals. A director need not be a resident of this State or a member of the corporation unless required by...
• 414d-133 Number of Directors.
  (a) A board of directors shall consist of three or more individuals, with the number specified in or fixed in accordance with the articles...
• 414d-134 Election, Designation, and Appointment of Directors.
  (a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and...
• 414d-135 Terms of Directors Generally.
  (a) The articles or bylaws shall specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed...
• 414d-136 Staggered Terms for Directors.
  The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of...
• 414d-137 Resignation of Directors.
  (a) A director may resign at any time by delivering written notice to the board of directors, its presiding officer, or to the president...
• 414d-138 Removal of Directors Elected by Members or Directors.
  (a) The members may remove one or more directors elected by them without cause unless otherwise provided in the articles or bylaws. (b) If...
• 414d-139 Removal of Designated or Appointed Directors.
  (a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation. (b) Except as otherwise...
• 414d-140 Removal of Directors by Judicial Proceeding.
  (a) The circuit court of the county where a corporation's principal office is located may remove any director of the corporation from office in...
• 414d-141 Vacancy on Board.
  (a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c), if a vacancy occurs on a board...
• 414d-142 Compensation of Directors.
  Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors. [L 2001, c 105, pt of §1]
• 414d-143 Regular and Special Meetings.
  (a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting....
• 414d-144 Action Without Meeting.
  (a) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting...
• 414d-145 Call and Notice of Meetings.
  (a) Unless the articles, bylaws, or subsection (c) provides otherwise, regular meetings of the board may be held without notice. (b) Unless the articles,...
• 414d-146 Waiver of Notice of Meeting.
  (a) A director may at any time waive any notice required by this chapter, the articles, or the bylaws. Except as provided in subsection...
• 414d-147 Quorum and Voting.
  (a) Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of a board of directors consists of a majority...
• 414d-148 Committees of the Board.
  (a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and...
• 414d-149 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...
• 414d-150 Director Conflict of Interest.
  (a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect...
• 414d-151 Loans to or Guaranties for Directors and Officers.
  (a) A corporation may not lend money to or guaranty the obligation of a director or officer of the corporation. (b) The fact that...
• 414d-152 Liability for Unlawful Distributions.
  (a) Unless a director complies with the applicable standards of conduct described in section 414D-149, a director who votes for or assents to a...
• 414d-153 Required Officers.
  (a) A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b)...
• 414d-154 Duties and Authority 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...
• 414d-155 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...
• 414d-156 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 effective unless...
• 414d-157 Contract Rights of Officers.
  (a) The appointment of an officer shall not itself create contract rights. (b) An officer's removal shall not affect the officer's contract rights, if...
• 414d-158 Officers' Authority to Execute Documents.
  Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the...
• 414d-159 Definitions.
  Sections 414D-160 to 414D-167 shall incorporate the following definitions: "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or...
• 414d-160 Authority to Indemnify.
  (a) Except as provided in subsection (d), a corporation may indemnify a former or current director made a party to a proceeding by reason...
• 414d-161 Mandatory Indemnification.
  Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the...
• 414d-162 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...
• 414d-163 Court-Ordered Indemnification.
  Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification...
• 414d-164 Determination and Authorization of Indemnification.
  (a) A corporation may not indemnify a director under section 414D-160 unless authorized in the specific case after a determination has been made that...
• 414d-165 Indemnification of Officers, Employees, and Agents.
  (a) An officer of the corporation who is not a director, unless limited by a corporation's articles of incorporation, is entitled to mandatory indemnification...
• 414d-166 Insurance.
  A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the...
• 414d-167 Application of This Part.
  (a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a...

PART IX. AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

• 414d-181 Authority to Amend.
  A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the...
• 414d-182 Procedure to Amend Articles of Incorporation.
  (a) Amendments to the articles of incorporation shall be made in the following manner: (1) If any members are entitled to vote on an amendment,...
• 414d-183 Articles of Amendment.
  A corporation amending its articles shall deliver to the department director articles of amendment setting forth: (1) The name of the corporation; (2) The...
• 414d-184 Restated, 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 approval by members or any other...
• 414d-185 Amendment Pursuant to Judicial Reorganization.
  (a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to section 414D-188 to carry...
• 414d-186 Effect of Amendment and Restatement.
  An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to...
• 414d-187 Bylaws.
  The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or...
• 414d-188 Approval by Third Persons.
  The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than...

PART X. MERGER

• 414d-200 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...
• 414d-201 Merger.
  (a) Pursuant to a plan of merger approved as provided in section 414D–202, a domestic or foreign corporation may merge with one or more domestic...
• 414d-201.5 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...
• 414d-202 Action on Plan by Board, Members, and Third Persons.
  (a) Unless this chapter, the articles, the bylaws, or the board of directors or members (acting pursuant to subsection (c)) require a greater vote...
• 414d-203 Articles of Merger.
  (a) After a plan of merger is approved by the board of directors and, if required by section 414D-202, by the members and any...
• 414d-204 Effect of Merger.
  (a) When a merger takes effect: (1) Every corporation party to the merger merges into the surviving corporation and the separate existence of every...
• 414d-205 Repealed.
  L 2002, c 41, §28.
• 414d-206 Bequests, Devises, and Gifts.
  Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a...
• 414d-207 Repealed.
  L 2012, c 37, §1.
• 414d-208 Repealed.
  L 2012, c 37, §2.
• 414d-209 Repealed.
  L 2003, c 124, §102.
• 414d-210 Repealed.
  L 2012, c 37, §3.
• 414d-211 Limitations on Merger by Public Benefit Corporations.
  (a) Without the prior approval of the circuit court for the first circuit in a proceeding in which the attorney general has been given written...

PART XI. SALE OF ASSETS

• 414d-221 Sale of Assets in Regular Course of Activities 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...
• 414d-222 Sale of Assets Other Than in Regular Course of Activities.
  (a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the goodwill) other...

PART XII. DISTRIBUTIONS

• 414d-231 Prohibited Distributions.
  Except as authorized by section 414D-232, a corporation shall not make any distributions. [L 2001, c 105, pt of §1]
• 414d-232 Authorized Distributions.
  (a) A corporation may purchase its memberships if, after the purchase is completed: (1) The corporation would be able to pay its debts as...
• 414d-233 Notice to the Attorney General of Intention to Dissolve
  . (a) A public benefit corporation shall give the attorney general written notice that it intends to dissolve before the time it delivers the articles...

PART XIII. DISSOLUTION

• 414d-241 Dissolution by Incorporators, Initial Directors, and Third Persons.
  A majority of the incorporators or initial directors of a corporation that has no members and has not commenced business, subject to any approval...
• 414d-242 Dissolution by Directors, Members, and Third Persons.
  (a) Unless this chapter, any other state law, the articles, the bylaws, or the board of directors or members (acting pursuant to subsection (c))...
• 414d-243 Articles of Dissolution.
  (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department director articles of dissolution setting forth: (1)...
• 414d-244 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...
• 414d-245 Effect of Dissolution.
  (a) A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its...
• 414d-245.5 Trustees or Receivers for Dissolved Corporations; Appointment; Powers; Duties.
  (a) When any corporation organized under the laws of this State shall be or shall have been dissolved or shall cease or shall have...
• 414d-246 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...
• 414d-247 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...
• 414d-248 Grounds for Administrative Dissolution.
  The department director may commence a proceeding under section 414D-249 to administratively dissolve a corporation if the corporation fails to: (1) Pay any fees...
• 414d-249 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 414D-248 for dissolving a corporation, the department director shall give...
• 414d-250 Reinstatement Following Administrative Dissolution.
  (a) A corporation administratively dissolved under section 414D-249 may apply to the department director for reinstatement within two years after the effective date of...
• 414d-251 Appeal From Denial of Reinstatement.
  (a) The department director, upon denying a corporation's application for reinstatement following administrative dissolution, shall mail a written notice to the corporation or its...
• 414d-252 Grounds for Judicial Dissolution.
  (a) The court may dissolve a corporation in a proceeding by the attorney general if it is established that: (1) The corporation obtained its...
• 414d-253 Procedure for Judicial Dissolution.
  (a) Venue for a proceeding by the attorney general to dissolve a corporation shall be in the circuit court for the first circuit. Venue...
• 414d-254 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...
• 414d-255 Decree of Dissolution.
  (a) If, after a hearing, the court determines that one or more grounds for judicial dissolution described in section 414D-252 exist, it may enter...
• 414d-256 Deposit With Director of Finance.
  Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who...

pARt XIV. FOREIGN CORPORATIONS

• 414d-271 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...
• 414d-272 Consequences of Transacting Business Without Authority.
  (a) A foreign corporation transacting business in this State without a certificate of authority shall not maintain a proceeding in any court in this...
• 414d-273 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...
• 414d-274 Change of Name by Foreign Corporation.
  (a) Whenever the name of a foreign corporation that is authorized to transact business in this State is changed by an amendment to its...
• 414d-275 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...
• 414d-276 Corporate Name of Foreign Corporation.
  (a) If the corporate name of a foreign corporation does not satisfy the requirements of section 414D-61, the foreign corporation, to obtain or maintain...
• 414d-277 Registered Agent of Foreign Corporation.
  Each foreign corporation authorized to transact business in this State shall continuously maintain in this State a registered agent, who shall have a business...
• 414d-278 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....
• 414d-279 Resignation of Registered Agent of Foreign Corporation.
  The registered agent of a foreign corporation may resign as agent by complying with the requirements of section 425R-10. [L 2001, c 105, pt...
• 414d-280 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,...
• 414d-281 Application to Corporations Heretofore Authorized to Transact Business in This State.
  A foreign corporation that is duly authorized to transact business in this State on July 1, 2002, for a purpose or purposes for which...
• 414d-282 Withdrawal of Foreign Corporation.
  (a) A foreign corporation authorized to transact business in this State shall not withdraw from this State until it obtains a certificate of withdrawal...
• 414d-283 Grounds for Revocation of Certificate of Authority.
  The department director may commence a proceeding under section 414D-284 to revoke the certificate of authority of a foreign corporation authorized to transact business...
• 414d-284 Procedure and Effect of Revocation.
  (a) The department director upon determining that one or more grounds exist under section 414D-283 for revocation of a certificate of authority shall give...
• 414d-285 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 XV. RECORDS AND REPORTS

• 414d-301 Corporate Records.
  (a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions...
• 414d-302 Inspection of Records by Members.
  (a) Subject to sections 414D-301(e) and 414D-303(c), a member is entitled to inspect and copy, at a reasonable time and location specified by the...
• 414d-303 Scope of Inspection Rights.
  (a) A member's agent or attorney shall have the same inspection and copying rights as the member the agent or attorney represents. (b) The...
• 414d-304 Court-Ordered Inspection.
  (a) If a corporation does not allow a member who complies with section 414D-302(a) to inspect and copy any records required by that section...
• 414d-305 Limitations on Use of Membership List.
  Without consent of the board, a membership list or any part thereof shall not be obtained or used by any person for any purpose...
• 414d-306 Financial Statements for Members.
  (a) A corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined...
• 414d-306.5 Inspection of Records by Directors.
  (a) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation, including the records described...
• 414d-307 Report of Indemnification to Members.
  If a corporation indemnifies or advances expenses to a director under sections 414D-160 to 414D-163, in connection with a proceeding by or in the...
• 414d-308 Annual Report.
  (a) Each domestic corporation, and each foreign corporation authorized to transact business in the State, shall deliver to the department director an annual report on...

PART XVI. SUPERSEDING CHAPTERS

• 414d-311 Superseding Chapters.
  In the event of any conflict between the provisions of this chapter and the provisions of chapter 421J, 514A, 514B, or 514E, the provisions...

part XVII. TRANSITION PROVISIONS

• 414d-321 Application to Existing Domestic Corporations.
  Part renumbered by L 2002, c 130, §37. §414D-321 Application to existing domestic corporations. This chapter applies to all domestic corporations in existence on...
• 414d-322 Application to Qualified Foreign Corporations.
  Part renumbered by L 2002, c 130, §37. [§414D-322] Application to qualified foreign corporations. A foreign corporation authorized to transact business in this State...
• 414d-323 Saving Provisions.
  Part renumbered by L 2002, c 130, §37. §414D-323 Saving provisions. (a) Except as provided in subsection (b), the repeal of a statute by...
• 414d-324 Severability.
  Part renumbered by L 2002, c 130, §37. [§414D-324] Severability. If any provision of this chapter or its application to any person or circumstance...

Last modified: October 27, 2016