(a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the department director.
Terms Used In Hawaii Revised Statutes 414-431
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
Personal property: All property that is not real property.
Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Hawaii Revised Statutes 414-3
(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a):
(1) Maintaining, defending, or settling any proceeding;(2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;(3) Maintaining bank accounts;(4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositories with respect to those securities;(5) Selling through independent contractors;(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;(7) Creating as borrower or lender, or acquiring, as borrower or lender, indebtedness, mortgages, and security interests in real or personal property;(8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;(9) Owning, without more, real or personal property;(10) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; and(11) Transacting business in interstate commerce.(c) The list of activities in subsection (b) is not exhaustive.
