(a) Pursuant to a plan of merger approved as provided in section 414D-202, a domestic or foreign corporation may merge with one or more domestic professional corporations, or with one or more associations, one or more corporations, or other business entities organized under the laws of this State, any state or territory of the United States, any foreign jurisdiction, or any combination thereof, with one of the domestic professional corporations, associations, domestic or foreign corporations, or other business entities whether domestic or foreign, being the surviving entity as provided in the plan; provided that the merger is permitted by the law of the state or country under whose law each foreign corporation that is a party to the merger is organized.
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Terms Used In Hawaii Revised Statutes 414D-201

  • articles: includes amended and restated articles of incorporation, and articles of merger. 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
  • Department: means 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
  • Foreign corporation: means a corporation organized under a law other than the law of this State. See Hawaii Revised Statutes 414D-14
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • 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
  • Merger: means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic or foreign entities resulting in either one surviving entity or one new entity. See Hawaii Revised Statutes 414D-200
  • Organizing articles: means :

    (1) For an association, corporation, or nonprofit corporation, the articles of incorporation;

    (2) For a general partnership or limited liability partnership, the registration statement;

    (3) For a limited partnership, the certificate of limited partnership; and

    (4) For a limited liability company, the articles of organization. See Hawaii Revised Statutes 414D-200

  • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Hawaii Revised Statutes 414D-14
(b) The plan of merger shall set forth:

(1) The name and jurisdiction of formation or organization of each entity that is a party to the merger, and the name of the surviving entity into which each plans to merge;
(2) The terms and conditions of the merger;
(3) The manner and basis for converting memberships of each merging corporation into memberships, obligations, or securities of the surviving entity or into cash or other property in whole or part;
(4) The street address of the surviving entity’s principal place of business, or if no street address is available, the rural post office number or post office box designated or made available by the United States Postal Service; and
(5) Amendments, if any, to the organizing articles of the surviving entity or, if no amendments are desired, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger.
(c) A plan of merger may set forth other provisions relating to the merger.
(d) If a foreign corporation survives a merger, it shall not do business in this State until an application for a certificate of authority is filed with the department director if the foreign corporation is not already authorized to do business in the State.
(e) The surviving entity shall furnish a copy of the plan of merger, on request and without cost, to any member or shareholder of any entity that is a party to the merger.

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