When a conversion becomes effective:

(1) The converting entity shall continue to exist without interruption, but in the organizational form of the converted entity;
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Terms Used In Hawaii Revised Statutes 414D-210.1

  • 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
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Other business entity: means a profit corporation, limited liability company, general partnership, limited partnership, limited liability partnership, or association. See Hawaii Revised Statutes 414D-200
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Hawaii Revised Statutes 414D-14
  • Service of process: The service of writs or summonses to the appropriate party.
(2) All rights, title, and interest in all real estate and other property owned by the converting entity shall automatically be owned by the converted entity without reversion or impairment, subject to any existing liens or other encumbrances;
(3) All liabilities and obligations of the converting entity shall automatically be liabilities and obligations of the converted entity without impairment or diminution due to the conversion;
(4) The rights of creditors of the converting entity shall continue against the converted entity and shall not be impaired or extinguished by the conversion;
(5) Any action or proceeding pending by or against the converting entity may be continued by or against the converted entity without any need for substitution of parties; and
(6) If the converted entity is a foreign corporation or other business entity incorporated under a law other than the law of this State, the converted entity shall file with the department director:

(A) An agreement that the converted entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of the converting domestic corporation; and
(B) An irrevocable appointment of a resident of this State, including the street address, as its agent to accept service of process in any such proceeding.
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