Chapter 414

§414-1 Official name for this law

§414-2 Legislature can change or cancel these rules

§414-3 What the words in this law mean

§414-4 How to give legal notice under this law

§414-5 How to count shareholders in a corporation

§414-6 Department director's powers and duties

§414-11 Rules for filing corporate documents with the state

§414-12 Forms the state can require for business filings

§414-13 Fees for filing corporate documents and services

§414-14 When a filed document takes effect

§414-15 How to fix a mistake in a filed company document

§414-16 When the state must file your corporate documents

§414-17 Appealing a refused document filing

§414-18 What a certified copy of a filed document proves

§414-19 Official papers count as evidence in court

§414-20 Penalty for signing a false document

§414-31 Who can start a corporation

§414-32 What must be in the articles of incorporation

§414-33 When a corporation officially starts

§414-34 Personal liability for acting before a corporation exists

§414-35 How a new corporation gets organized after filing

§414-36 Rules for adopting and writing corporate bylaws

§414-37 Emergency rules for running a corporation during a crisis

§414-41 What a corporation can be formed to do

§414-42 What a corporation can do

§414-43 What a corporation can do during an emergency

§414-44 When a corporation's actions can be challenged

§414-51 Rules for choosing a corporate name

§414-52 Reserving a corporate name for your business

§414-53 How to stop a business from using a name too close to yours

§414-61 Keeping a registered agent in Hawaii

§414-62 How a corporation picks or changes its registered agent

§414-63 How a registered agent can resign

§414-64 How to deliver legal papers to a corporation

§414-71 What types of stock a company can create

§414-72 Board can set share class or series terms

§414-73 Issued and outstanding shares

§414-74 How corporations can handle fractional shares

§414-81 Rules for buying shares before a company is formed

§414-82 How a company can issue shares and what it must decide first

§414-83 When shareholders are not personally responsible

§414-84 How share dividends are issued

§414-85 Rules for issuing share purchase options

§414-86 What must be on a stock certificate

§414-87 When a corporation can issue shares without paper certificates

§414-88 Rules for limiting who can buy or receive a company's shares

§414-89 Paying company costs from share sales

§414-101 When shareholders get the first chance to buy new shares

§414-102 When a corporation can buy back its own shares

§414-111 Rules for paying money or property to shareholders

§414-121 When and where the annual shareholder meeting happens

§414-122 How to call a special shareholders meeting

§414-123 Court can order a shareholder meeting

§414-124 How shareholders can act without a meeting

§414-125 Rules for telling shareholders about meetings

§414-126 Waiving notice of a shareholder meeting

§414-127 Setting the date that decides who can vote

§414-141 Shareholder list for meetings

§414-142 How many votes each share gets and when shares cannot vote

§414-143 How shareholders can vote by proxy

§414-144 How a company can recognize the real owner of shares

§414-145 When a corporation can accept a shareholder's vote

§414-146 Voting rules for groups of shareholders

§414-147 How voting groups approve corporate actions

§414-148 Rules for higher shareholder voting requirements

§414-149 How directors are elected and when cumulative voting applies

§414-161 Rules for creating and extending voting trusts

§414-162 How shareholders can agree to vote together

§414-163 Shareholder agreements that change how the company is run

§414-171 What words mean in this part

§414-172 Who can sue on behalf of a corporation

§414-173 Waiting period before a shareholder can sue the company

§414-174 Court can pause a shareholder lawsuit during an investigation

§414-175 When a court can dismiss a shareholder lawsuit against the company

§414-176 Stopping or settling a shareholder lawsuit

§414-177 Who pays legal costs after a shareholder lawsuit ends

§414-178 Which state's laws apply to foreign company lawsuits

§414-191 Every corporation needs a board of directors

§414-192 Rules for who can be a director

§414-193 How many directors a company must have and how that number can change

§414-194 How certain shareholders can elect directors

§414-195 How long directors serve and when their terms end

§414-196 Staggered terms for directors

§414-197 Directors can resign

§414-198 When and how shareholders can remove directors

§414-199 When a court can remove a company director

§414-200 How to fill an empty seat on the board

§414-201 Directors can set their own pay unless rules say otherwise

§414-211 Board meetings

§414-212 Board action without a meeting

§414-213 Notice of board meetings

§414-214 How directors can give up their right to meeting notice

§414-215 How many directors must be present and vote

§414-216 How boards can create and use committees

§414-221 Directors' duties and protections

§414-222 When a company can protect directors from paying damages

§414-223 Directors' personal liability for unlawful distributions

§414-231 Required officers

§414-232 Officers must follow the rules in the bylaws or board orders

§414-233 How officers must act and when they are protected

§414-234 Resignation and removal of officers

§414-235 Officer jobs and contract rights

§414-241 Definitions for corporate indemnification rules

§414-242 When a company can pay a director's legal costs

§414-243 Mandatory indemnification

§414-244 When a company can pay a director's legal costs upfront

§414-245 When a court can order a company to pay a director's legal costs

§414-246 Who decides if a director can be repaid for legal costs

§414-247 When a company must or may pay an officer's legal costs

§414-248 When a company can buy insurance for its leaders

§414-249 How a corporation can promise to cover legal costs in advance

§414-250 Other indemnification rights are not cancelled

§414-261 Definitions for director conflicts of interest

§414-262 Judicial action

§414-263 Directors' action on a conflict-of-interest transaction

§414-264 When shareholder approval counts for a director's conflict deal

§414-271 How a company can change into another type of company

§414-272 Articles of conversion

§414-274 What happens when a business conversion takes effect

§414-281 When and how a corporation can change its articles

§414-282 When directors can change the charter without asking shareholders

§414-283 How the board and shareholders can change the company's charter

§414-284 When shareholders get to vote on changes to their shares

§414-285 Changing the rules before any shares are sold

§414-286 What to file when changing a corporation's charter

§414-287 How to restate or amend your corporation's articles

§414-288 Changing corporate papers after a court-ordered reorganization

§414-289 How changing corporate rules affects lawsuits and rights

§414-301 Who can change the corporation's bylaws

§414-302 Rules for raising shareholder voting requirements

§414-303 Changing rules for board votes and meetings

§414-310 What the words mean in this part

§414-311 How a professional corporation can merge with other businesses

§414-311.6 Filing paperwork for a foreign company merger

§414-312 How a corporation can swap its shares for another company's shares

§414-313 How shareholders approve a merger or share exchange

§414-314 How a parent company can merge with a subsidiary it mostly owns

§414-315 Filing the paperwork for a merger or share exchange

§414-316 What happens when companies merge or exchange shares

§414-318 How a parent company can merge with its subsidiaries

§414-331 When a corporation can sell or mortgage its property

§414-332 When a corporation can sell or give away most of its property

§414-341 Key terms for shareholder dissent rights

§414-342 When shareholders can dissent and get paid

§414-343 When shareholders can dissent on some shares

§414-351 Notice of shareholders' right to dissent

§414-352 How to tell a corporation you want payment for your shares

§414-353 Notice that dissenting shareholders must receive

§414-354 What a shareholder must do to get paid for dissenting shares

§414-355 Restrictions on transferring shares during a corporate vote

§414-356 When and how the corporation must pay a dissenting shareholder

§414-357 What happens if the corporation delays the proposed action

§414-358 After-acquired shares

§414-359 What a shareholder can do if they disagree with the payment offer

§414-371 Court action to determine share value

§414-372 Who pays court costs and lawyer fees in appraisal cases

§414-381 How incorporators or initial directors can dissolve a corporation

§414-382 How a corporation can be dissolved by its board and shareholders

§414-383 How a corporation files to dissolve

§414-384 Revoking a corporation's dissolution

§414-385 Effect of dissolution

§414-386 How a dissolved company can handle known claims

§414-387 How a dissolved company can warn people about claims

§414-401 When the state can dissolve a corporation

§414-402 Administrative dissolution and expiration of a corporation

§414-403 How a dissolved corporation can be brought back to life

§414-404 Appealing a denied reinstatement request

§414-411 When a court can shut down a corporation

§414-412 Where and how a court handles a corporate dissolution case

§414-413 Court-appointed managers for dissolving corporations

§414-414 Court order ending a corporation

§414-415 Buying out a shareholder instead of dissolving the company

§414-421 What happens to assets when an owner can't be found

§414-422 Court can appoint trustees or receivers for dissolved corporations

§414-431 When a foreign company must get a license to do business

§414-432 What happens if a foreign corporation does business in Hawaii without permission

§414-433 How a foreign corporation gets permission to do business in Hawaii

§414-434 Name change by a foreign corporation

§414-435 What a business license allows and limits

§414-436 Foreign Corporation Name Rules

§414-437 Foreign companies must keep a local agent

§414-438 How a foreign corporation changes its registered agent

§414-439 How a foreign corporation's registered agent can resign

§414-440 How legal papers can be delivered to an out-of-state company

§414-441 Rights and duties for foreign corporations already doing business here

§414-451 How a foreign corporation can leave Hawaii

§414-461 When the state can revoke a foreign business's permission to operate

§414-462 How a foreign corporation's permission to do business in Hawaii is revoked

§414-463 Appealing a company's revoked license

§414-470 Books and records

§414-472 Annual report filing rules for corporations

§414-473 Penalties for not filing an annual report

§414-481 Which existing companies this law covers

§414-482 Grandfathering for foreign corporations already doing business in Hawaii

§414-483 What happens to old laws when this chapter takes effect

§414-484 If one part is invalid, the rest still stands