(a) If a plan of conversion has been approved in the manner prescribed by section 414D-202 and has not been abandoned, articles of conversion shall be executed by an officer or other duly authorized representative of the converting entity and shall set forth a statement certifying the following:

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Terms Used In Hawaii Revised Statutes 414D-208.1

  • articles: includes amended and restated articles of incorporation, and articles of merger. See Hawaii Revised Statutes 414D-14
  • Department: means the department of commerce and consumer affairs, unless the context otherwise requires. See Hawaii Revised Statutes 414D-14
  • Department director: means the director of the department of commerce and consumer affairs, unless the context otherwise requires. See Hawaii Revised Statutes 414D-14
  • Entity: includes domestic and foreign corporations, domestic professional corporations, domestic and foreign limited liability companies, domestic and foreign nonprofit corporations, domestic and foreign business trusts, estates, domestic and foreign partnerships, domestic and foreign limited partnerships, domestic and foreign limited liability partnerships, trusts, two or more persons having a joint or common economic interest, associations and cooperative associations, and state, federal, and foreign governments. See Hawaii Revised Statutes 414D-14
  • filing: means filed in the office of the department director. See Hawaii Revised Statutes 414D-14
  • Member: means (without regard to what a person is called in the articles or bylaws) any person or persons having the rights and obligations of membership pursuant to a corporation's articles of incorporation or bylaws. See Hawaii Revised Statutes 414D-14
(1) The name, form of entity, and state or country of incorporation of the converting and converted entities;
(2) That a plan of conversion has been approved;
(3) That an executed plan of conversion is on file at the principal place of business of the converting entity and stating the address thereof;
(4) That a copy of the plan of conversion shall be furnished by the converting entity prior to the conversion or by the converted entity after the conversion on written request and without cost, to any member or director, as the case may be, of the converting entity or the converted entity; and
(5) That the approval of the plan of conversion was duly authorized and complied with the laws under which it was incorporated, formed, or organized.
(b) The articles of conversion shall be delivered to the department director. The converted entity, if a domestic corporation, shall attach a copy of its articles of incorporation with the articles of conversion.
(c) If the department director finds that the articles of conversion satisfy the requirements provided by law, and that all required documents are filed, the department director, after all fees have been paid, shall:

(1) Stamp the articles of conversion and include the date of the filing;
(2) File the document in the department director’s office; and
(3) Issue a certificate of conversion to the converted entity or its authorized representatives.
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