(a) To form a limited partnership, a certificate of limited partnership shall be executed and delivered to the office of the director for filing. The certificate shall set forth:

Terms Used In Hawaii Revised Statutes 425E-201

  • Certificate of limited partnership: means the certificate required by § 425E-201. See Hawaii Revised Statutes 425E-102
  • Director: means the director of the department of commerce and consumer affairs. See Hawaii Revised Statutes 425E-102
  • General partner: means :

    (1) With respect to a limited partnership, a person that:

    (A) Becomes a general partner under § 425E-401; or

    (B) Was a general partner in a limited partnership when the limited partnership became subject to this chapter under section 425E-1204(a) or (b); and

    (2) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership. See Hawaii Revised Statutes 425E-102

  • 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 agreement: means the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. See Hawaii Revised Statutes 425E-102
  • Principal office: means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this State. See Hawaii Revised Statutes 425E-102
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Hawaii Revised Statutes 425E-102
(1) The name of the limited partnership;
(2) The mailing address of the limited partnership’s initial principal office and the information required by section 425R-4(a);
(3) The name and the address of each general partner;
(4) Whether the limited partnership is a limited liability limited partnership;
(5) Any additional information required by article 11; and
(6) Any other matter the general partners determine to include therein.
(b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in section partnership agreement; nonwaivable provisions” class=”unlinked-ref” datatype=”S” sessionyear=”2019″ statecd=”HI”>425E-110(b) in a manner inconsistent with that section.
(c) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the director if there has been substantial compliance with the requirements of this section.
(d) Subject to subsection (b), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:

(1) The partnership agreement prevails as to partners and transferees; and
(2) The filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
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