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Terms Used In Hawaii Revised Statutes 428-901

  • Articles of organization: means initial, amended, and restated articles of organization and articles of merger. See Hawaii Revised Statutes 428-101
  • Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See Hawaii Revised Statutes 428-101
  • 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.
  • 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 joint or common economic interest, associations and cooperative associations, and state, federal, and foreign governments. See Hawaii Revised Statutes 428-101
  • 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.
  • Limited liability company: means a limited liability company organized under this chapter. See Hawaii Revised Statutes 428-101
  • 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.

In this part:

“Association” means an association organized under chapter 421 or 421C.

“Corporation” means a corporation under the Hawaii Business Corporation Act, chapter 414, a predecessor law, or comparable law of another jurisdiction.

“General partner” means a partner in a partnership and a general partner in a limited partnership.

“Limited partner” means a limited partner in a limited partnership.

“Limited partnership” means a limited partnership created under the Uniform Limited Partnership Act, chapter 425E, a predecessor law, or comparable law of another jurisdiction.

“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.

“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.

“Other business entity” means a corporation, general partnership, limited partnership, limited liability partnership, or association.

“Other entity” includes a foreign or domestic corporation, whether organized for profit or not, a domestic or foreign partnership, limited partnership, limited liability partnership, or a domestic professional corporation.

“Partner” includes a general partner and a limited partner.

“Partnership” or “general partnership” means a general partnership created under chapter 425, a predecessor law, or comparable law of another jurisdiction.

“Partnership agreement” means an agreement among the partners concerning the partnership or limited partnership.

“Shareholder” means a shareholder in a corporation.