Chapter 425E

§425E-102 Definitions for limited partnerships in Hawaii

§425E-103 When a person knows or is notified of a fact

§425E-104 What a limited partnership is and how long it lasts

§425E-105 Powers of a limited partnership

§425E-106 Which state's law applies to a limited partnership

§425E-107 Other laws and interest rates that apply

§425E-108 Rules for naming a limited partnership

§425E-108.5 How to stop another business from using a name too close to yours

§425E-109 Reserving a name for a limited partnership

§425E-110 What a partnership agreement can and cannot change

§425E-111 Records a limited partnership must keep at its office

§425E-112 Deals between a partner and the partnership

§425E-113 Can someone be both a general and limited partner?

§425E-114 Keeping a registered agent in Hawaii

§425E-115 Designating or changing a registered agent

§425E-116 Resignation of registered agent

§425E-117 How legal papers can be delivered to a limited partnership

§425E-118 How partners can give consent without a meeting

§425E-201 Certificate of limited partnership

§425E-202 How to change or update a limited partnership's certificate

§425E-203 How a dissolved partnership ends and can extend its life

§425E-204 Signing and filing records

§425E-205 Filing a record when someone refuses to sign

§425E-206 Filing limited partnership documents and when they take effect

§425E-206.5 Filing Requirements; Filing Duty of the Director

§425E-207 How to fix a mistake in a filed document

§425E-208 Liability for false information in a filed record

§425E-209 Court acceptance of official certificates and copies

§425E-210 Annual statement filing for limited partnerships

§425E-211 Fees for filing limited partnership documents and getting certificates

§425E-301 How someone becomes a limited partner

§425E-302 Limited partners cannot bind the partnership

§425E-303 Limited partners are not personally liable for partnership debts

§425E-304 What information limited partners can see and copy

§425E-305 Limited duties of limited partners

§425E-306 What happens if you wrongly think you are a limited partner

§425E-401 How someone becomes a general partner

§425E-402 General partner acts for the limited partnership

§425E-403 When the partnership is responsible for a general partner's actions

§425E-404 General partner's liability

§425E-405 Suits against the partnership and its general partners

§425E-406 General partners' management rights and duties

§425E-407 When general partners can see partnership records

§425E-408 What a general partner must and must not do

§425E-501 What counts as a contribution

§425E-502 Partners must still pay promised contributions even if they die or become unable

§425E-503 How partnership profits are divided

§425E-504 When partners can get paid before the partnership ends

§425E-505 No payment when you leave the LLC

§425E-506 Partners get cash, not property, unless all agree

§425E-507 When a partner can demand their share

§425E-508 Rules for when a limited partnership can pay out money

§425E-509 Who must pay back an improper distribution

§425E-601 When a limited partner can leave or be removed

§425E-602 What happens when a limited partner leaves

§425E-603 When a general partner is removed from a limited partnership

§425E-604 When leaving as a general partner is wrongful

§425E-605 What happens when a general partner leaves

§425E-606 When a former general partner can still bind the limited partnership

§425E-607 Liability after leaving as a general partner

§425E-701 What a partner can transfer to someone else

§425E-702 What happens when a partner transfers their share

§425E-703 How creditors can collect from a partner's share

§425E-704 What happens to a deceased partner's rights

§425E-801 When a limited partnership must be dissolved

§425E-802 Court-ordered ending of a limited partnership

§425E-803 What happens after a limited partnership dissolves

§425E-804 When a partnership is bound by a general partner's actions after it dissolves

§425E-805 Who pays when a partner acts wrongly after dissolution

§425E-806 How a dissolved partnership can handle known claims

§425E-807 Other claims against a dissolved limited partnership

§425E-808 When a claim against a dissolved partnership is barred, related partner claims are also barred

§425E-809 When the state can cancel a limited partnership

§425E-810 How a canceled partnership can be reinstated

§425E-811 Appealing a denial of reinstatement for a limited partnership

§425E-812 Paying debts and sharing leftover money when a limited partnership closes

§425E-901 Which state's laws apply to a foreign limited partnership

§425E-902 How a foreign limited partnership gets permission to do business here

§425E-903 What a foreign partnership can do without doing business here

§425E-904 Getting your certificate to do business in Hawaii

§425E-905 Name rules for out-of-state limited partnerships

§425E-906 When the state can cancel a business's permission to operate

§425E-907 How a foreign partnership leaves Hawaii and what happens if it doesn't

§425E-908 Fixing mistakes in a foreign partnership's registration

§425E-1001 Direct action by a partner

§425E-1002 When a partner can sue on behalf of the partnership

§425E-1003 Who can file a lawsuit for the partnership

§425E-1004 What a complaint must say in a partner lawsuit

§425E-1005 Who gets money from a partner's lawsuit

§425E-1101 Definitions for limited partnership mergers

§425E-1102 Changing a limited partnership into another type of business

§425E-1103 Filing the official conversion papers

§425E-1104 When a conversion becomes official

§425E-1105 What happens when a conversion takes effect

§425E-1106 How limited partnerships can merge with other businesses

§425E-1107 Filing the merger paperwork with the state

§425E-1108 When a merger becomes official

§425E-1109 What happens when a business merger takes effect

§425E-1110 When a conversion or merger needs partner consent

§425E-1111 General partners stay liable after conversion or merger

§425E-1112 When old partners' actions still bind the business after a conversion or merger

§425E-1113 This article does not block other ways to convert or merge

§425E-1114 Rules for foreign companies merging in Hawaii

§425E-1201 Keeping the law consistent across states

§425E-1202 If one part is invalid, the rest still stands

§425E-1203 How this law relates to federal e-signature rules

§425E-1204 When this law applies to existing limited partnerships

§425E-1205 Old cases are not affected by this law

§425E-1206 General partners' penalties for breaking partnership rules