(a) The articles of incorporation shall set forth:

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Terms Used In Hawaii Revised Statutes 414-32

  • Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Hawaii Revised Statutes 414-3
  • Authorized shares: means the shares of all classes a domestic corporation is authorized to issue. 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.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Person: includes individual and entity. See Hawaii Revised Statutes 414-3
  • Principal office: means the office (in or out of this State) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. 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
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Hawaii Revised Statutes 414-3
(1) A corporate name for the corporation that satisfies the requirements of § 414-51;
(2) The number of shares the corporation is authorized to issue;
(3) The mailing address of the corporation’s initial principal office and the information required by section 425R-4(a); and
(4) The name and address of each incorporator.
(b) The articles of incorporation may set forth:

(1) The names and addresses of the individuals who are to serve as the initial directors;
(2) Provisions not inconsistent with law regarding:

(A) The purpose or purposes for which the corporation is organized;
(B) Managing the business and regulating the affairs of the corporation;
(C) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
(D) A par value for authorized shares or classes of shares; and
(E) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
(3) Any provision that under this chapter is required or permitted to be set forth in the bylaws;
(4) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, subject to section shareholder approval required” class=”unlinked-ref” datatype=”S” sessionyear=”2019″ statecd=”HI”>414-222; and
(5) A provision permitting or making obligatory indemnification of a director for liability (as defined in section [ 414-241 ]) to any person for any action taken, or any failure to take any action, as a director, except liability for:

(A) Receipt of a financial benefit to which the director is not entitled;
(B) An intentional infliction of harm on the corporation or its shareholders;
(C) A violation of § 414-223; or
(D) An intentional violation of criminal law.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.

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