Hawaii Revised Statutes 425e. Uniform Limited Partnership Act

ARTICLE 1. GENERAL PROVISIONS

• 425e-101 Short Title.
  [§425E-101] Short title. This chapter may be cited as the "Uniform Limited Partnership Act". [L 2003, c 210, pt of §1]
• 425e-102 Definitions.
  §425E-102 Definitions. As used in this chapter: "Certificate of limited partnership" means the certificate required by section 425E-201. The term includes the certificate as...
• 425e-103 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...
• 425e-104 Nature, Purpose, and Duration of Entity.
  (a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states...
• 425e-105 Powers.
  A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be...
• 425e-106 Governing Law.
  The law of this State governs relations among the partners of a limited partnership and between the partners and the limited partnership and the...
• 425e-107 Supplemental Principles of Law; Rate of Interest.
  (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay...
• 425e-108 Name.
  (a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership that is not...
• 425e-108.5 Administrative Order of Abatement for Infringement of Limited Partnership Name.
  (a) Any domestic limited partnership or limited liability limited partnership in good standing or foreign limited partnership or limited liability limited partnership authorized to...
• 425e-109 Reserved Name.
  (a) A person may reserve the exclusive use of a name that complies with section 425E-108 including a fictitious name for a foreign limited...
• 425e-110 Effect of Partnership Agreement; Nonwaivable Provisions.
  (a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners, and between the partners and the partnership. To...
• 425e-111 Required Information.
  A limited partnership shall maintain at its registered office the following information: (1) A current list showing the full name and last known street...
• 425e-112 Business Transactions Between a Partner and the Partnership.
  A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to...
• 425e-113 Dual Capacity.
  A person may be both a general partner and a limited partner. A person that is both a general and limited partner shall have...
• 425e-114 Registered Agent.
  425E-114 Registered agent. Each domestic limited partnership or foreign limited partnership shall continuously maintain in this State a registered agent, who shall have a business...
• 425e-115 Designation or Change of Registered Agent.
  (a) A domestic limited partnership or foreign limited partnership that does not already have a registered agent shall designate its registered agent by complying...
• 425e-116 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 2003, c 210, pt of...
• 425e-117 Service on the Partnership.
  (a) Service of any notice or process authorized by law issued against any limited partnership, whether domestic or foreign, by any court, judicial or...
• 425e-118 Consent and Proxies of Partners.
  Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent...

ARTICLE 2. FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP;
OTHER FILINGS; FEES

• 425e-201 Certificate of Limited Partnership.
  (a) To form a limited partnership, a certificate of limited partnership shall be executed and delivered to the office of the director for filing. The...
• 425e-202 Amendment or Restatement of Certificate.
  (a) In order to amend its certificate of limited partnership, a limited partnership shall deliver to the director for filing an amendment or, pursuant...
• 425e-203 Statement of Termination.
  (a) A dissolved limited partnership that has completed winding up may deliver to the director for filing a statement of termination that states: (1)...
• 425e-204 Execution of Records.
  (a) Each record delivered to the director for filing pursuant to this chapter shall be executed in the following manner: (1) A certificate of...
• 425e-205 Signing and Filing Pursuant to Judicial Order.
  (a) If a person required by this chapter to sign a record or deliver a record to the director for filing does not do...
• 425e-206 Filing in the Office of the Director; Effective Time and Date.
  (a) A certified and executed certificate of limited partnership, any certificate of amendment or cancellation, or of any judicial decree of amendment or cancellation,...
• 425e-206.5 Filing Requirements; Filing Duty of the Director.
  (a) To be entitled to filing by the director a document shall satisfy the requirements of this section, and of any other section that...
• 425e-207 Correcting a Filed Document.
  (a) A domestic or foreign limited partnership may correct a document filed by the director if the document: (1) Contains an incorrect statement; or...
• 425e-208 Liability for False Information in a Filed Record.
  (a) If a record delivered to the director for filing under this chapter contains false information, any person that suffers loss by reliance on...
• 425e-209 Certificates and Certified Copies to Be Received in Evidence.
  All certificates issued by the director pursuant to this chapter, and all copies of documents filed in the director's office pursuant to this chapter...
• 425e-210 Annual Statement.
  (a) Each limited partnership and each foreign limited partnership authorized to transact business in this State shall deliver to the director for filing an...
• 425e-211 Fees for Filing Documents and Issuing Certificates.
  (a) The following fees shall be paid to the director upon the filing of limited partnership documents: (1) Certificate of limited partnership, $50; (2)...

ARTICLE 3. LIMITED PARTNERS

• 425e-301 Limited Partner.
  [§425E-301] Limited partner. A person becomes a limited partner: (1) As provided in the partnership agreement; (2) As the result of a conversion or...
• 425e-302 No Right or Power As Limited Partner to Bind Limited Partnership.
  A limited partner shall not have the right or the power as a limited partner to act for or bind the limited partnership. [L...
• 425e-303 Liability As a Limited Partner.
  An obligation of a limited partnership, whether arising in contract, tort, or otherwise, shall not be the obligation of a limited partner. A limited...
• 425e-304 Right of Limited Partner and Former Limited Partner to Information.
  (a) Within ten days of a demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information...
• 425e-305 Limited Duties of Limited Partners.
  (a) A limited partner shall not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a...
• 425e-306 Person Erroneously Believing Self to Be a Limited Partner.
  (a) Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes...

ARTICLE 4. GENERAL PARTNERS

• 425e-401 General Partner.
  [§425E-401] General partner. A person becomes a general partner: (1) As provided in the partnership agreement; (2) Under section 425E-801(3)(B) following the dissociation of...
• 425e-402 General Partner is an Agent of the Limited Partnership.
  (a) Each general partner shall be an agent of the limited partnership for the purposes of its activities. An act of a general partner, including...
• 425e-403 Limited Partnership Liable for General Partner's Actionable Conduct.
  (a) A limited partnership shall be liable for loss or injury caused to a person, or for a penalty incurred, as a result of a...
• 425e-404 General Partner's Liability.
  (a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all obligations of the limited...
• 425e-405 Actions by and Against Partnership and Partners.
  (a) To the extent not inconsistent with section 425E-404, a general partner may be joined in an action against the limited partnership or named in...
• 425e-406 Management Rights of General Partners.
  (a) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any...
• 425e-407 Right of General Partner and Former General Partner to Information.
  (a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) In the limited...
• 425e-408 General Standards of a General Partner's Conduct.
  (a) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care...

ARTICLE 5. CONTRIBUTIONS AND DISTRIBUTIONS

• 425e-501 Form of Contribution.
  [§425E-501] Form of contribution. A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including...
• 425e-502 Liability for Contribution.
  (a) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership shall not be...
• 425e-503 Sharing of Distributions.
  A distribution by a limited partnership shall be shared among the partners on the basis of the value, as stated in the required records when...
• 425e-504 Interim Distributions.
  A partner shall not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides...
• 425e-505 No Distribution on Account of Dissociation.
  A person shall not have a right to receive a distribution on account of dissociation. [L 2003, c 210, pt of §1]
• 425e-506 Distribution in Kind.
  A partner shall not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to...
• 425e-507 Right to Distribution.
  When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies...
• 425e-508 Limitations on Distribution.
  (a) A limited partnership may not make a distribution in violation of the partnership agreement. (b) A limited partnership may not make a distribution...
• 425e-509 Liability for Improper Distributions.
  (a) A general partner that consents to a distribution made in violation of section 425E-508 shall be personally liable to the limited partnership for...

ARTICLE 6. DISSOCIATION

• 425e-601 Dissociation As a Limited Partner.
  [§425E-601] Dissociation as a limited partner. (a) A person shall not have a right to dissociate as a limited partner before the termination of...
• 425e-602 Effect of Dissociation As a Limited Partner.
  (a) Upon a person's dissociation as a limited partner: (1) Subject to section 425E-704, the person shall not have further rights as a limited...
• 425e-603 Dissociation As a General Partner.
  A person shall be dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (1) The limited...
• 425e-604 Person's Power to Dissociate As a General Partner; Wrongful Dissociation.
  (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to section 425E-603(1)....
• 425e-605 Effect of Dissociation As a General Partner.
  (a) Upon a person's dissociation as a general partner: (1) The person's right to participate as a general partner in the management and conduct of...
• 425e-606 Power to Bind, and Liability To, Limited Partnership Before Dissolution of Partnership of a Person Dissociated As General Partner.
  (a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under article 11, or merged out...
• 425e-607 Liability to Other Persons of Person Dissociated As a General Partner.
  (a) A person's dissociation as a general partner shall not of itself discharge the person's liability as a general partner for an obligation of the...

ARTICLE 7. TRANSFERABLE INTERESTS AND RIGHTS
OF TRANSFEREES AND CREDITORS

• 425e-701 Partner's Transferable Interest.
  [§425E-701] Partner's transferable interest. The only interest of a partner which shall be transferable is the partner's transferable interest. A transferable interest shall be...
• 425e-702 Transfer of Partner's Transferable Interest.
  (a) A transfer, in whole or in part, of a partner's transferable interest: (1) Is permissible; (2) Shall not by itself cause the partner's dissociation...
• 425e-703 Rights of Creditors of Partners or Transferees.
  (a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest...
• 425e-704 Power of Estate of Deceased Partner.
  If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in section 425E-702...

ARTICLE 8. DISSOLUTION

• 425e-801 Nonjudicial Dissolution.
  §425E-801 Nonjudicial dissolution. Except as otherwise provided in section 425E-802, a limited partnership shall be dissolved, and its activities shall be wound up, only...
• 425e-802 Judicial Dissolution.
  On application by a partner, the circuit court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the...
• 425e-803 Winding Up.
  (a) A limited partnership continues after dissolution only for the purpose of winding up its activities. (b) In winding up its activities, the limited...
• 425e-804 Power of General Partner and Person Dissociated As General Partner to Bind Partnership After Dissolution.
  (a) A limited partnership shall be bound by a general partner's act after dissolution that: (1) Is appropriate for winding up the limited partnership's activities;...
• 425e-805 Liability After Dissolution of General Partner and Person Dissociated As General Partner to Limited Partnership, Other General Partners, and Persons Dissociated As General Partners.
  (a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 425E-804(a) by an act that...
• 425e-806 Known Claims Against Dissolved Limited Partnership.
  (a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b). (b) A dissolved limited...
• 425e-807 Other Claims Against Dissolved Limited Partnership.
  (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in...
• 425e-808 Liability of General Partner and Person Dissociated As General Partner When Claim Against Limited Partnership Barred.
  If a claim against a dissolved limited partnership is barred under section 425E-806 or 425E-807, any corresponding claim under section 425E-404 shall also be barred....
• 425e-809 Administrative Cancellation.
  (a) The director may cancel the certificate of a limited partnership administratively if the partnership fails to: (1) Pay any fees prescribed by law;...
• 425e-810 Reinstatement Following Administrative Cancellation.
  (a) A limited partnership that has been administratively canceled may apply to the director for reinstatement within two years after the effective date of cancellation....
• 425e-811 Appeal From Denial of Reinstatement.
  (a) If the director denies a limited partnership's application for reinstatement following administrative cancellation, the director shall notify the limited partnership of the reason...
• 425e-812 Disposition of Assets; When Contributions Required.
  (a) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, shall be applied...

ARTICLE 9. FOREIGN LIMITED PARTNERSHIPS

• 425e-901 Governing Law.
  §425E-901 Governing law. (a) Subject to the constitution of this State: (1) The laws of the state under which a foreign limited partnership is...
• 425e-902 Application for Certificate of Authority.
  (a) A foreign limited partnership may apply for a certificate of authority to transact business in this State by delivering an application to the director...
• 425e-903 Activities Not Constituting Transacting Business.
  (a) Activities of a foreign limited partnership that do not constitute transacting business in this State within the meaning of this article include: (1) Maintaining,...
• 425e-904 Issuance of Certificate of Authority.
  (a) If the director finds that an application for registration conforms to law and all requisite fees have been paid, the director shall issue...
• 425e-905 Name.
  (a) A foreign limited partnership whose name does not comply with sections 425E-108(d) and (e) may not obtain a certificate of authority until it adopts,...
• 425e-906 Cancellation of Certificate of Authority.
  (a) The director may cancel the certificate of authority of a limited partnership administratively if: (1) The partnership fails to: (A) Pay any fees prescribed...
• 425e-907 Certificate of Withdrawal; Effect of Failure to Have Certificate.
  (a) A foreign limited partnership registered to transact business in this State may withdraw from this State upon procuring from the director a certificate of...
• 425e-908 Changes and Amendments.
  If any statement in the application for registration of a foreign limited partnership was false when made or any arrangement or other facts described...

ARTICLE 10. ACTIONS BY PARTNERS

• 425e-1001 Direct Action by a Partner.
  [§425E-1001] Direct action by a partner. (a) Subject to subsection (b), a partner may maintain a direct action against the limited partnership or another...
• 425e-1002 Derivative Action.
  A partner may maintain a derivative action to enforce a right of a limited partnership if: (1) The partner first makes a demand on...
• 425e-1003 Proper Plaintiff.
  A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) That...
• 425e-1004 Pleading.
  In a derivative action, the complaint shall state with particularity: (1) The date and content of the plaintiff's demand and the general partners' response...
• 425e-1005 Proceeds and Expenses.
  (a) Except as otherwise provided in subsection (b): (1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement,...

ARTICLE 11. CONVERSION AND MERGER

• 425e-1101 Definitions.
  §425E-1101 Definitions. As used in this article: "Association" means an association organized under chapter 421 or 421C. "Constituent limited partnership" means a constituent organization...
• 425e-1102 Conversion Into or From Limited Partnerships.
  (a) A domestic limited partnership may adopt a plan of conversion and convert to a foreign limited partnership or any other entity if: (1)...
• 425e-1103 Articles of Conversion.
  (a) If a plan of conversion has been approved in accordance with section 425E-1102 and has not been abandoned, articles of conversion shall be...
• 425e-1104 Effective Date of the Conversion.
  A conversion takes effect upon the filing date of the articles of conversion, or on the date subsequent to the filing set forth in...
• 425e-1105 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;...
• 425e-1106 Merger.
  (a) Pursuant to a plan of merger, a domestic or foreign limited partnership or limited liability limited partnership may merge with one or more...
• 425e-1107 Articles of Merger.
  (a) After a plan of merger is approved, articles of merger shall be signed on behalf of each limited partnership and each other entity that...
• 425e-1108 Effective Date of the Merger.
  A merger takes effect upon the filing date of the articles of merger, or on the date subsequent to the filing as set forth in...
• 425e-1109 Effect of Merger.
  (a) When a merger becomes effective: (1) The separate existence of each entity that is a party to the merger, other than the surviving entity,...
• 425e-1110 Restrictions on Approval of Conversions and Mergers and on Relinquishing Limited Liability Limited Partnership Status.
  (a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval...
• 425e-1111 Liability of General Partners After Conversion or Merger.
  (a) A conversion or merger under this article does not discharge any liability under sections 425E-404 and 425E-607 of a person that was a...
• 425e-1112 Power of General Partners and Persons Dissociated As General Partners to Bind Organization After Conversion or Merger.
  (a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent...
• 425e-1113 Article Not Exclusive.
  This article shall not preclude an entity from being converted or merged under other law. [L 2003, c 210, pt of §1]
• 425e-1114 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...

ARTICLE 12. MISCELLANEOUS PROVISIONS

• 425e-1201 Uniformity of Application and Construction.
  [§425E-1201] Uniformity of application and construction. In applying and construing this chapter, consideration shall be given to the need to promote uniformity of the...
• 425e-1202 Severability Clause.
  If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity shall not affect other provisions or...
• 425e-1203 Relation to Electronic Signatures in Global and National Commerce Act.
  This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, Title 15 United States Code section 7001 et seq.;...
• 425e-1204 Application to Existing Relationships.
  (a) Before December 31, 2004, this chapter governs only: (1) A limited partnership formed on or after July 1, 2004; and (2) Except as otherwise...
• 425e-1205 Savings Clause.
  This chapter shall not affect an action commenced, proceeding brought, or right accrued before July 1, 2004. [L 2003, c 210, pt of §1] Revision...
• 425e-1206 Personal Liability and Penalty.
  (a) Any general partner who neglects or fails to comply with any provision of this chapter shall severally forfeit to the State $25 for...

Last modified: October 27, 2016