(a) A domestic corporation may adopt a plan of conversion and convert to a foreign corporation or any other entity if:
Terms Used In Hawaii Revised Statutes 414-271
Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
Department director: means the director of commerce and consumer affairs, unless the context otherwise requires. See Hawaii Revised Statutes 414-3
domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to this chapter. See Hawaii Revised Statutes 414-3
Entity: includes domestic and foreign corporations, domestic professional corporations, domestic and foreign limited liability companies, domestic and foreign nonprofit corporations, domestic and foreign business trusts, estates, domestic and foreign partnerships, domestic and foreign limited partnerships, domestic and foreign limited liability partnerships, trusts, two or more persons having a joint or common economic interest, associations and cooperative associations, and state, federal, and foreign governments. See Hawaii Revised Statutes 414-3
Foreign corporation: means a corporation for profit incorporated under a law other than the law of this State. See Hawaii Revised Statutes 414-3
Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Hawaii Revised Statutes 414-3
Shares: means the units into which the proprietary interests in a corporation are divided. See Hawaii Revised Statutes 414-3
(1) The board of directors and shareholders of the domestic corporation approve a plan of conversion in the manner prescribed by § 414-313 and the conversion is treated as a merger to which the converting entity is a party and not the surviving entity;(2) The conversion is permitted by, and complies with the laws of the state or country in which the converted entity is to be incorporated, formed, or organized; and the incorporation, formation, or organization of the converted entity complies with those laws;(3) At the time the conversion becomes effective, each shareholder of the domestic corporation, unless otherwise agreed to by that shareholder, owns an equity interest or other ownership interest in, and is a shareholder, partner, member, owner, or other security holder of, the converted entity;(4) The shareholders of the domestic corporation, as a result of the conversion, shall not become personally liable, without the shareholders’ consent, for the liabilities or obligations of the converted entity; and(5) The converted entity is incorporated, formed, or organized as part of or pursuant to the plan of conversion.(b) Any foreign corporation or other entity may adopt a plan of conversion and convert to a domestic corporation if the conversion is permitted by and complies with the laws of the state or country in which the foreign corporation or other entity is incorporated, formed, or organized.(c) A plan of conversion shall set forth:
(1) The name of the converting entity and the converted entity;(2) A statement that the converting entity is continuing its existence in the organizational form of the converted entity;(3) A statement describing the organizational form of the converted entity and the state or country under the laws of which the converted entity is to be incorporated, formed, or organized; and(4) The manner and basis of converting the shares or other forms of ownership of the converting entity into shares or other forms of ownership of the converted entity, or any combination thereof.(d) A plan of conversion may set forth any other provisions relating to the conversion that are not prohibited by law, including without limitation the initial bylaws and officers of the converted entity.(e) After a conversion of a domestic or foreign corporation is approved, and at any time before the conversion becomes effective, the plan of conversion may be abandoned by the converting entity without shareholder action and in accordance with the procedures set forth in the plan of conversion or, if these procedures are not provided in the plan, in the manner determined by the board of directors. If articles of conversion have been filed with the department director but the conversion has not become effective, the conversion may be abandoned if a statement, executed on behalf of the converting entity by an officer or other duly authorized representative and stating that the plan of conversion has been abandoned in accordance with applicable law, is filed with the department director prior to the effective date of the conversion. If the department director finds the statement satisfies the requirements provided by law, the department director, after all fees have been paid shall:
(1) Stamp the statement and include the date of the filing;(2) File the document in the department director’s office; and(3) Issue a certificate of abandonment to the converting entity or its authorized representatives.(f) Once the statement provided in subsection (e) is filed with the department director, the conversion shall be deemed abandoned and shall not be effective.
