HRS §414-81
Rules for buying shares before a company is formed
This section covers agreements to buy shares made before a company is incorporated. It says such agreements can't be canceled for six months unless the agreement says otherwise or all buyers agree. The company's board can set payment terms, and if a buyer doesn't pay, the company can collect the debt or cancel the deal and sell the shares.
The statute, as written — Subscription for shares before incorporation
(a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms of subscription for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise. (c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement. (d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than twenty days after the corporation sends written demand for payment to the subscriber. (e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 414-82.
LawTrove is not legal advice. The summary above is a computer-generated restatement — the authoritative text is the official version linked above.