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Uniform Limited Partnership Act
Law
Hawaii Revised Statutes
Corporations and Partnerships
Uniform Limited Partnership Act
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Section
425E-101
Short title.
Section
425E-102
Definitions.
Section
425E-103
Knowledge and notice.
Section
425E-104
Nature, purpose, and duration of entity.
Section
425E-105
Powers.
Section
425E-106
Governing law.
Section
425E-107
Supplemental principles of law; rate of interest.
Section
425E-108
Name.
Section
425E-108.5
Administrative order of abatement for infringement of limited partnership name. (a) Any domestic limited partnership or limited liability limited partnership in good standing or foreign limited partnership or limited liability limited partnership authorized to transact business in this State claiming that the name of another domestic corporation, partnership, limited partnership, limited liability limited partnership, limited liability partnership, or limited liability company existing under the laws of this State, or any foreign corporation, partnership, limited partnership, limited liability limited partnership, limited liability partnership, or limited liability company authorized to transact business in this State is substantially identical to, or confusingly similar with, its name may file a petition with the director for an administrative order of abatement to address the infringement of its name. The petition shall set forth the facts and authority that support the petitioner's claim that further use of the name should be abated. The petitioner, at the petitioner's expense, shall notify the registrant of the hearing and the registrant shall be given an opportunity to address the petition at a full hearing. The notice shall be made and the hearing held in accordance with the contested case provisions of chapter 91. (b) In addition to any other remedy or sanction allowed by law, the order of abatement may: (1) Allow the entity to retain its registered name, but: (A) Require the entity to register a new trade name with the director; and (B) Require the entity to conduct business in this State under this new trade name; or (2) (A) Require the entity to change its registered name; (B) Require the entity to register the new name with the director; and (C) Require the entity to conduct business in this State under its new name. If an entity fails to comply with the order of abatement within sixty days, the director may involuntarily dissolve or terminate the entity, or cancel or revoke the entity's registration o
Section
425E-109
Reserved name.
Section
425E-110
Effect of partnership agreement; nonwaivable provisions.
Section
425E-111
Required information.
Section
425E-112
Business transactions between a partner and the partnership.
Section
425E-113
Dual capacity.
Section
425E-114
Registered agent.
Section
425E-115
Designation or change of registered agent.
Section
425E-116
Resignation of registered agent.
Section
425E-117
Service on the partnership.
Section
425E-118
Consent and proxies of partners.
Section
425E-201
Certificate of limited partnership.
Section
425E-202
Amendment or restatement of certificate.
Section
425E-203
Statement of termination.
Section
425E-204
Execution of records.
Section
425E-205
Signing and filing pursuant to judicial order.
Section
425E-206
Filing in the office of the director; effective time and date.
Section
425E-206.5
Filing requirements; filing duty of the director.
Section
425E-207
Correcting a filed document.
Section
425E-208
Liability for false information in a filed record.
Section
425E-209
Certificates and certified copies to be received in evidence.
Section
425E-210
Annual statement.
Section
425E-211
Fees for filing documents and issuing certificates.
Section
425E-301
Limited partner.
Section
425E-302
No right or power as limited partner to bind limited partnership.
Section
425E-303
Liability as a limited partner.
Section
425E-304
Right of limited partner and former limited partner to information.
Section
425E-305
Limited duties of limited partners.
Section
425E-306
Person erroneously believing self to be a limited partner.
Section
425E-401
General partner.
Section
425E-402
General partner is an agent of the limited partnership.
Section
425E-403
Limited partnership liable for general partner's actionable conduct.
Section
425E-404
General partner's liability.
Section
425E-405
Actions by and against partnership and partners.
Section
425E-406
Management rights of general partners.
Section
425E-407
Right of general partner and former general partner to information.
Section
425E-408
General standards of a general partner's conduct.
Section
425E-501
Form of contribution.
Section
425E-502
Liability for contribution.
Section
425E-503
Sharing of distributions.
Section
425E-504
Interim distributions.
Section
425E-505
No distribution on account of dissociation.
Section
425E-506
Distribution in kind.
Section
425E-507
Right to distribution.
Section
425E-508
Limitations on distribution.
Section
425E-509
Liability for improper distributions.
Section
425E-601
Dissociation as a limited partner.
Section
425E-602
Effect of dissociation as a limited partner.
Section
425E-603
Dissociation as a general partner.
Section
425E-604
Person's power to dissociate as a general partner; wrongful dissociation.
Section
425E-605
Effect of dissociation as a general partner.
Section
425E-606
Power to bind, and liability to, limited partnership before dissolution of partnership of a person dissociated as general partner.
Section
425E-607
Liability to other persons of person dissociated as a general partner.
Section
425E-701
Partner's transferable interest.
Section
425E-702
Transfer of partner's transferable interest.
Section
425E-703
Rights of creditors of partners or transferees.
Section
425E-704
Power of estate of deceased partner.
Section
425E-801
Nonjudicial dissolution.
Section
425E-802
Judicial dissolution.
Section
425E-803
Winding up.
Section
425E-804
Power of general partner and person dissociated as general partner to bind partnership after dissolution.
Section
425E-805
Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partners.
Section
425E-806
Known claims against dissolved limited partnership.
Section
425E-807
Other claims against dissolved limited partnership.
Section
425E-808
Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
Section
425E-809
Administrative cancellation.
Section
425E-810
Reinstatement following administrative cancellation.
Section
425E-811
Appeal from denial of reinstatement.
Section
425E-812
Disposition of assets; when contributions required.
Section
425E-901
Governing law.
Section
425E-902
Application for certificate of authority.
Section
425E-903
Activities not constituting transacting business.
Section
425E-904
Issuance of certificate of authority.
Section
425E-905
Name.
Section
425E-906
Cancellation of of authority.
Section
425E-907
Certificate of withdrawal; effect of failure to have certificate.
Section
425E-908
Changes
Section
425E-1001
Direct action by a partner.
Section
425E-1002
Derivative action.
Section
425E-1003
Proper plaintiff.
Section
425E-1004
Pleading.
Section
425E-1005
Proceeds and expenses.
Section
425E-1101
Definitions.
Section
425E-1102
Conversion into or from limited partnerships.
Section
425E-1103
Articles of conversion.
Section
425E-1104
Effective date of the conversion.
Section
425E-1105
Effect of conversion.
Section
425E-1106
Merger.
Section
425E-1107
Articles of merger.
Section
425E-1108
Effective date of the merger.
Section
425E-1109
Effect of merger.
Section
425E-1110
Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.
Section
425E-1111
Liability of general partners after conversion or merger.
Section
425E-1112
Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
Section
425E-1113
Article not exclusive.
Section
425E-1114
Foreign mergers.
Section
425E-1201
Uniformity of application and construction.
Section
425E-1202
Severability clause.
Section
425E-1203
Relation to Electronic Signatures in Global and National Commerce Act.
Section
425E-1204
Application to existing relationships.
Section
425E-1205
Savings clause.
Section
425E-1206
Personal liability and penalty.