HRS §415A-15
Amending the articles of incorporation when one shareholder's estate representative holds all shares
This section lets the person managing a deceased or incapacitated sole shareholder's estate amend the corporation's articles of incorporation. They must sign a written consent and file articles of amendment with specific details. The amendment must be signed and verified as described.
guardianspersonal representativestrustees
The statute, as written — Amendments to articles of incorporation
A personal representative, guardian, conservator, or receiver of the estate of a shareholder of a professional corporation who holds all of the outstanding shares of the corporation may amend the articles of incorporation by signing a written consent to the amendment. Articles of amendment so adopted shall be executed on behalf of the corporation by the personal representative, guardian, conservator, or receiver and by the surviving officer, and verified on oath by one of the persons signing the articles, and shall set forth: (1) The name of the corporation; (2) The amendments so adopted which shall be identified by the numerical or other designation thereof in the articles of incorporation; (3) The date of adoption of the amendment by the personal representative, guardian, conservator, or receiver; (4) The number of shares outstanding; and (5) The number of shares held by the personal representative, guardian, conservator, or receiver.
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