Hawaii Revised Statutes 414D-203 – Articles of merger
Terms Used In Hawaii Revised Statutes 414D-203
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- articles: includes amended and restated articles of incorporation, and articles of merger. See Hawaii Revised Statutes 414D-14
- board of directors: means the board of directors of a corporation except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to § 414D-131. See Hawaii Revised Statutes 414D-14
- 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.
- Corporation: means a nonprofit corporation unless otherwise specified. See Hawaii Revised Statutes 414D-14
- Department: means the department of commerce and consumer affairs, unless the context otherwise requires. See Hawaii Revised Statutes 414D-14
- Department director: means the director of the department of commerce and consumer affairs, unless the context otherwise requires. See Hawaii Revised Statutes 414D-14
- 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 414D-14
- filing: means filed in the office of the department director. See Hawaii Revised Statutes 414D-14
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Member: means (without regard to what a person is called in the articles or bylaws) any person or persons having the rights and obligations of membership pursuant to a corporation's articles of incorporation or bylaws. See Hawaii Revised Statutes 414D-14
- 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 414D-200
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- 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. See Hawaii Revised Statutes 414D-200
- Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Hawaii Revised Statutes 414D-14
- Service of process: The service of writs or summonses to the appropriate party.
then the articles of merger shall be amended by filing with the department director articles of amendment that identify theIf the articles of merger provide for a future effective date and if the plan of merger is terminated prior to the future effective date, the articles of merger shall be terminated by filing with the department director a certificate of termination that identifies the articles of merger and the plan of merger and states that the plan of merger has been terminated.
articles of merger and set forth the amendment to the articles of merger.