Hawaii Revised Statutes 415a. Professional Corporation Act

• 415a-1 Title.
  This chapter shall be known and may be cited as the "Hawaii Professional Corporation Act". [L 1985, c 259, pt of §1]
• 415a-2 Definitions.
  As used in this chapter, unless the context otherwise requires, the term: "Director" means the director of commerce and consumer affairs. "Disqualified person" means...
• 415a-3 Purposes.
  (a) Except as provided in this section, professional corporations may be organized under this chapter only for the purpose of rendering professional services and...
• 415a-4 Prohibited Activities.
  A professional corporation shall not engage in any profession or business other than the profession or professions and businesses permitted by its articles of...
• 415a-5 General Powers.
  A professional corporation shall have the powers enumerated in chapter 414, except that a professional corporation may be a promoter, general partner, member, associate,...
• 415a-6 Rendering Professional Services.
  A professional corporation may render professional services in this State only through individuals permitted to render such services in this State; but nothing in...
• 415a-7 Right of Corporation to Acquire Its Own Shares.
  A professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or surplus for such purchase;...
• 415a-8 Corporate Name.
  The name of a professional corporation: (1) May be any name permitted by law expressly applicable to the profession in which the corporation is...
• 415a-8.5 Administrative Order of Abatement for Infringement of Corporate Name.
  (a) Any professional corporation in good standing claiming that the name of any domestic corporation, partnership, limited partnership, limited liability partnership, or limited liability...
• 415a-9 Issuance and Transfer of Shares; Share Certificates.
  (a) A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to individuals authorized by law in this...
• 415a-10 Death or Disqualification of a Shareholder.
  (a) Upon the death of a shareholder of a professional corporation, or if a shareholder of a professional corporation becomes a disqualified person, or...
• 415a-11 Responsibility for Professional Services.
  (a) Every individual who renders professional services as an employee of a professional corporation shall be liable for any negligent or wrongful act or...
• 415a-12 Professional Relationships; Privileged Communications.
  (a) The relationship between an individual performing professional services as an employee of a professional corporation and a client or patient shall be the...
• 415a-13 Voting of Shares.
  No proxy for shares of a professional corporation shall be valid unless it shall be given to a qualified person. A voting trust with...
• 415a-14 Directors and Officers.
  Not less than one-half of the directors of a professional corporation and all of the officers, other than the secretary and the treasurer, shall...
• 415a-14.5 Incorporators.
  One or more individuals may act as the incorporator or incorporators of a professional corporation by delivering articles of incorporation to the director for...
• 415a-14.6 Articles of Incorporation.
  (a) The articles of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 415A-8; (2) The profession...
• 415a-14.7 Filing of Documents, Effective Date.
  The filing of documents required by this chapter to be delivered to the director for filing, and the effectiveness thereof, shall be governed by sections...
• 415a-14.8 Organization of Corporation.
  After incorporation, the initial director or directors, as the case may be, shall complete the organization of the corporation as provided in section 414-35....
• 415a-15 Amendments to Articles of Incorporation.
  A personal representative, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares...
• 415a-16 Merger and Share Exchange.
  A professional corporation involved in a merger or share exchange shall be subject to the provisions for mergers and share exchanges set forth in...
• 415a-16.5 Conversion Into and From Professional Corporations.
  (a) A professional corporation may adopt a plan of conversion and convert to any other entity if: (1) The board of directors and shareholders...
• 415a-16.6 Articles of Conversion.
  (a) If a plan of conversion has been approved in accordance with section 415A-16.5 and has not been abandoned, articles of conversion shall be...
• 415a-16.7 Repealed.
  L 2003, c 124, §103.
• 415a-16.8 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;...
• 415a-17 Termination of Professional Activities.
  If a professional corporation shall cease to render professional services, it shall amend its articles of incorporation to delete from its stated purposes the...
• 415a-18 Administrative Dissolution; Expiration; Reinstatement.
  (a) The director may commence a proceeding to dissolve a professional corporation administratively if the corporation fails to: (1) Pay any fees prescribed by...
• 415a-18.5 Trustees or Receivers for Dissolved Professional Corporations; Appointment; Powers; Duties.
  (a) When any professional corporation organized and authorized to issue shares under the laws of this State shall be or shall have been dissolved...
• 415a-19 to 21 Repealed.
  L 1987, c 135, §§123 to 125.
• 415a-22 Annual Report.
  (a) The annual report of each professional corporation shall be delivered to the director for filing and shall set forth: (1) The name of the...
• 415a-23 Repealed.
  L 1987, c 135, §127.
• 415a-24 Interrogatories by Director.
  The director may direct to any professional corporation organized to practice a profession within the jurisdiction of the director and to any officer or...
• 415a-25 Penalties.
  (a) Each professional corporation that fails or refuses to answer truthfully within the time prescribed by this chapter interrogatories directed to the professional corporation...
• 415a-26 Repealed.
  L 1987, c 135, §130.
• 415a-27 Application of Business Corporation Act.
  The provisions of chapter 414, shall apply to professional corporations, except to the extent that the provisions are inconsistent with this chapter. [L 1985, c...
• 415a-28 Application to Existing Corporations.
  (a) This chapter shall apply to all existing professional corporations organized under any general act of this State which is repealed by this chapter....
• 415a-29 Reservation of Power.
  The legislature shall at all times have power to prescribe such regulations, provisions, and limitations as it may deem advisable, which regulations, provisions, and...
• 415a-30 Effect of Repeal of Prior Acts.
  The repeal of a prior act by this chapter shall not affect the validity of any provisions of articles of incorporation and bylaws which...
• 415a-31 Effect of Invalidity of Part of This Chapter.
  If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of this chapter, such...

Last modified: October 27, 2016