(a) A partnership may become a limited liability partnership if the partnership:

Terms Used In Hawaii Revised Statutes 425-152

  • Director: means the director of commerce and consumer affairs. See Hawaii Revised Statutes 425-101
  • Limited liability partnership: means a partnership that has filed a statement of qualification under section 425-152 and does not have a similar statement in effect in any other jurisdiction. See Hawaii Revised Statutes 425-101
  • 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.
  • Partnership: means an association of two or more persons to carry on as co-owners a business for profit formed under § 425-109, a predecessor law, or comparable law of another jurisdiction. See Hawaii Revised Statutes 425-101
  • Partnership agreement: means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Hawaii Revised Statutes 425-101
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Statement: means a registration or annual statement filed under § 425-1, a statement of correction filed under section 425-1. See Hawaii Revised Statutes 425-101
(1) Obtains the partnership’s approval of the terms and conditions upon which the partnership shall become a limited liability partnership;
(2) Files a registration statement with the director pursuant to part I, either prior to, or simultaneously with the filing of a statement of qualification as provided by this subpart; and
(3) Is in good standing pursuant to part I.
(b) The terms and conditions upon which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement; provided that where a partnership agreement specifies the vote necessary to amend provisions of the partnership agreement controlling obligations to contribute to the partnership, approval shall be by the vote necessary to amend those provisions.
(c) The filing of a statement of qualification pursuant to this subpart establishes that a partnership has satisfied all conditions precedent to qualification of the partnership as a limited liability partnership.