PART XII.  MERGER AND SHARE EXCHANGE

 

Terms Used In Hawaii Revised Statutes 414-310

  • Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Hawaii Revised Statutes 414-3
  • Association: means an association organized under chapter 421 or 421C. See Hawaii Revised Statutes 414-310
  • 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.
  • 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
  • Merger: means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic or foreign entities resulting in either one surviving entity or one new entity. See Hawaii Revised Statutes 414-310
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.

      414-310  Definitions.  As used in this part:

     “Association” means an association organized under chapter 421 or 421C.

     “Merger” means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic or foreign entities resulting in either one surviving entity or one new entity.

     “Organizing articles” means:

     (1)  For an association, corporation, or nonprofit corporation, the articles of incorporation;

     (2)  For a general partnership or limited liability partnership, the registration statement;

     (3)  For a limited partnership, the certificate of limited partnership; and

     (4)  For a limited liability company, the articles of organization.

     “Other business entity” means a nonprofit corporation, limited liability company, general partnership, limited partnership, limited liability partnership, or association.