(a) A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including:

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Terms Used In Hawaii Revised Statutes 414D-245

  • articles: includes amended and restated articles of incorporation, and articles of merger. See Hawaii Revised Statutes 414D-14
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bylaws: means the code or codes of rules (other than the articles) adopted pursuant to this chapter for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated. See Hawaii Revised Statutes 414D-14
  • Code: means the federal Internal Revenue Code of 1986, as amended. See Hawaii Revised Statutes 414D-14
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Corporation: means a nonprofit corporation unless otherwise specified. See Hawaii Revised Statutes 414D-14
  • Directors: means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title, to act as members of the board. See Hawaii Revised Statutes 414D-14
  • Distribution: means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers. See Hawaii Revised Statutes 414D-14
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Hawaii Revised Statutes 414D-14
  • Public benefit corporation: means any corporation designated by statute as a public benefit corporation, or any corporation that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or that is organized for public or charitable purposes and upon dissolution must distribute its assets to a public benefit corporation, the United States, a state, or a person recognized as exempt under section 501(c)(3) of the Internal Revenue Code of 1986, as amended. See Hawaii Revised Statutes 414D-14
  • Quorum: The number of legislators that must be present to do business.
(1) Preserving and protecting its assets and minimizing its liabilities;
(2) Discharging or making provision for discharging its liabilities and obligations;
(3) Disposing of its properties that will not be distributed in kind;
(4) Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which occurs by reason of the dissolution in accordance with that condition;
(5) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;
(6) If the corporation is a public benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets to one or more persons described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or if the dissolved corporation is not described in Section 501(c)(3) of the Internal Revenue Code, to one or more public benefit corporations;
(7) If the corporation is not a public benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving; and
(8) Doing every other act necessary to wind up and liquidate its assets and affairs.
(b) Dissolution of a corporation does not:

(1) Transfer title to the corporation’s property;
(2) Subject its directors or officers to standards of conduct different from those prescribed in part VIII;
(3) Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(4) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(6) Terminate the authority of the registered agent.
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