(a) Before December 31, 2004, this chapter governs only:

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Terms Used In Hawaii Revised Statutes 425E-1204

  • General partner: means :

    (1) With respect to a limited partnership, a person that:

    (A) Becomes a general partner under § 425E-401; or

    (B) Was a general partner in a limited partnership when the limited partnership became subject to this chapter under section 425E-1204(a) or (b); and

    (2) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership. See Hawaii Revised Statutes 425E-102

  • Limited partner: means :

    (1) With respect to a limited partnership, a person that:

    (A) Becomes a limited partner under § 425E-301; or

    (B) Was a limited partner in a limited partnership when the limited partnership became subject to this chapter under section 425E-1204(a) or (b); and

    (2) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership. See Hawaii Revised Statutes 425E-102

  • 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.
  • Partner: means a limited partner or general partner. See Hawaii Revised Statutes 425E-102
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Partnership agreement: means the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. See Hawaii Revised Statutes 425E-102
  • Person: includes any individual or entity. See Hawaii Revised Statutes 425E-102
(1) A limited partnership formed on or after July 1, 2004; and
(2) Except as otherwise provided in subsections (c) and (d), a limited partnership formed before July 1, 2004, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.
(b) Except as otherwise provided in subsection (c), on and after December 31, 2004, this chapter shall govern all limited partnerships.
(c) With respect to a limited partnership formed before July 1, 2004, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:

(1) Section 425E-104(c) shall not apply and the limited partnership has whatever duration it had under the law applicable immediately before July 1, 2004;
(2) Sections 425E-601 and 425E-602 shall not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before July 1, 2004;
(3) Section 425E-603(4) shall not apply;
(4) Section 425E-603(5) shall not apply and a court has the same power to expel a general partner as the court had immediately before July 1, 2004; and
(5) Section 425E-801(3) shall not apply and the connection between a person‘s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before July 1, 2004.
(d) With respect to a limited partnership that elects pursuant to subsection (a)(2) to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership’s general partners to third parties apply:

(1) Before December 31, 2004, to:

(A) A third party that had not done business with the limited partnership in the year before the election took effect; and
(B) A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and
(2) On and after December 31, 2004, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under paragraph (1)(B).
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