(a) A corporation‘s board of directors may restate its articles of incorporation at any time with or without shareholder action.
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Terms Used In Hawaii Revised Statutes 414-287

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Hawaii Revised Statutes 414-3
  • 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.
  • Deliver: includes mail. See Hawaii Revised Statutes 414-3
  • Department director: means the director of commerce and consumer affairs, unless the context otherwise requires. See Hawaii Revised Statutes 414-3
  • domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to this chapter. See Hawaii Revised Statutes 414-3
  • Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Hawaii Revised Statutes 414-3
(b) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with § 414-125. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement.
(c) A corporation restating its articles of incorporation shall deliver to the department director for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a statement that the restatement of incorporation correctly sets forth without change the corresponding provisions of the articles of incorporation as theretofore amended and that the restated articles of incorporation supersede the original articles of incorporation and any amendments thereto.
(d) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(e) The department director may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the information required by subsection (c).
(f) A domestic corporation, at any time, may amend and restate its articles of incorporation by complying with the procedures and requirements of this part.
(g) Upon their adoption, the amended and restated articles of incorporation shall set forth:

(1) All of the operative provisions of the articles of incorporation as theretofore amended;
(2) The information required by § 414-286; and
(3) A statement that the amended and restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.
(h) The amended and restated articles of incorporation shall be delivered to the department director for filing together with a statement setting forth:

(1) Whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or
(2) If the restatement contains an amendment to the articles requiring shareholder approval, the information required by § 414-286. The department director may certify the amended and restated articles of incorporation as the articles of incorporation currently in effect, without including the information required to be filed by subsection (g)(2) and (3).
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