(a) A foreign limited partnership registered to transact business in this State may withdraw from this State upon procuring from the director a certificate of withdrawal. In order to procure a certificate of withdrawal, the foreign limited partnership shall deliver to the director an application for withdrawal, certified and signed by a general partner, which shall set forth:

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Terms Used In Hawaii Revised Statutes 425E-907

  • Contract: A legal written agreement that becomes binding when signed.
  • Director: means the director of the department of commerce and consumer affairs. See Hawaii Revised Statutes 425E-102
  • Foreign limited partnership: means a partnership formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. 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

  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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.
  • Service of process: The service of writs or summonses to the appropriate party.
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Hawaii Revised Statutes 425E-102
(1) The name of the foreign limited partnership and the state or country under the laws of which it is formed;
(2) That the foreign limited partnership is not transacting business in this State;
(3) That the foreign limited partnership surrenders its authority to transact business in this State;
(4) That the foreign limited partnership revokes the authority of its registered agent in this State to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this State during the time the partnership was authorized to transact business in this State may thereafter be made on the partnership by service thereof on the director;
(5) The name and address of each general partner;
(6) The dates that notice of the foreign limited partnership’s intent to withdraw from this State was published, once in each of four successive weeks (four publications) in a newspaper of general circulation published in this State, or a statement that publication was not made;
(7) That all taxes, debts, obligations, and liabilities of the foreign limited partnership in this State have been paid and discharged or that adequate provision has been made therefor;
(8) A mailing address to which the director may mail a copy of any process against the foreign limited partnership that may be served on the director; and
(9) Such additional information as may be necessary or appropriate in order to enable the director to determine and assess any unpaid fees payable by the foreign limited partnership.
(b) After the filing of the application of withdrawal, the director shall issue a certificate of withdrawal which shall be effective as of the date of the filing of the application of withdrawal, and the authority of the foreign limited partnership to transact business in this State shall cease.
(c) A withdrawal shall not terminate the authority of the director to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transaction of business in this State.
(d) A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.
(e) The failure of a foreign limited partnership to have a certificate of authority to transact business in this State shall not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this State.
(f) A partner of a foreign limited partnership shall not be liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this State without a certificate of authority.
(g) If a foreign limited partnership transacts business in this State without a certificate of authority or cancels its certificate of authority, it consents that service of process in any action, suit, or proceeding based upon any cause of action arising out of the transaction of business in this State may thereafter be made on the partnership by service thereof on the director.

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