(a) Upon a person‘s dissociation as a general partner:

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Terms Used In Hawaii Revised Statutes 425E-605

  • 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.
  • Certificate of limited partnership: means the certificate required by § 425E-201. See Hawaii Revised Statutes 425E-102
  • Director: means the director of the department of commerce and consumer affairs. See Hawaii Revised Statutes 425E-102
  • 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

  • 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.
  • Person: includes any individual or entity. See Hawaii Revised Statutes 425E-102
  • Sign: means to execute or adopt a tangible symbol with the present intent to authenticate a record or to attach or logically associate an electronic symbol, sound, or process to or with a record with the present intent to authenticate the record. See Hawaii Revised Statutes 425E-102
  • Transferable interest: means a partner's right to receive distributions. See Hawaii Revised Statutes 425E-102
  • Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. See Hawaii Revised Statutes 425E-102
(1) The person’s right to participate as a general partner in the management and conduct of the partnership‘s activities terminates;
(2) The person’s duty of loyalty as a general partner under section 425E-408(b)(3) terminates;
(3) The person’s duty of loyalty as a general partner under section 425E-408(b)(1) and (2) and duty of care under section 425E-408(c) continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner;
(4) The person may sign and deliver to the director for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated; and
(5) Subject to § 425E-704 and article 11, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner is owned by the person as a mere transferee.
(b) A person’s dissociation as a general partner shall not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.

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