(a) The director may revoke the statement of qualification of a limited liability partnership or statement of foreign qualification of a foreign limited liability partnership if:

Terms Used In Hawaii Revised Statutes 425-164

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Business: includes every trade, occupation, and profession. See Hawaii Revised Statutes 425-101
  • Director: means the director of commerce and consumer affairs. See Hawaii Revised Statutes 425-101
  • Foreign limited liability partnership: means a partnership that:

    (1) Is formed under laws other than the laws of this State; and

    (2) Has the status of a limited liability partnership under those laws. See Hawaii Revised Statutes 425-101

  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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
  • Service of process: The service of writs or summonses to the appropriate party.
  • 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) The partnership fails to:

(A) Pay any fees prescribed by law;
(B) File its annual report for a period of two years;
(C) Appoint and maintain an agent for service of process as required; or
(D) File a statement of a change in the name or business address of the agent as required by chapter 425R; or
(2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record or document submitted by the partnership.

The director shall provide the partnership at least sixty days’ written notice of intent to revoke the statement. The notice shall be mailed to the partnership at its last known address appearing in the records of the director. The notice shall specify the annual report that has not been filed or the fee that has not been paid, and the effective date of the revocation. The revocation shall not be effective if the specified annual report is filed and the specified fee is paid before the effective date of the revocation.

(b) Revocation under subsection (a) shall only affect a partnership’s status as a limited liability partnership or foreign limited liability partnership, and shall not be deemed an event of dissolution of the partnership.
(c) A partnership whose statement of qualification has been administratively revoked may apply to the director for reinstatement within two years after the effective date of the revocation. The application shall:

(1) Recite the name of the partnership and the effective date of the revocation;
(2) Contain all reports due and unfiled;
(3) Contain the payment of all delinquent fees and penalties; and
(4) Contain a certificate or other writing from the department of taxation indicating that all taxes owed by the partnership have been paid, a payment arrangement has been entered into, or the unpaid tax liabilities are being contested in an administrative or judicial appeal with the department of taxation.
(d) A reinstatement under subsection (c) shall relate back to and take effect as of the effective date of the revocation, and the partnership’s status as a limited liability partnership shall continue upon reinstatement as if the revocation had never occurred.

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