(a) If a plan of conversion has been approved in accordance with section 428-902.5 and has not been abandoned, articles of conversion shall be executed by an officer or other duly authorized representative of the converting entity and shall set forth:

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Terms Used In Hawaii Revised Statutes 428-902.6

  • Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See Hawaii Revised Statutes 428-101
  • 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.
  • Director: means the director of commerce and consumer affairs. See Hawaii Revised Statutes 428-101
  • 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 joint or common economic interest, associations and cooperative associations, and state, federal, and foreign governments. See Hawaii Revised Statutes 428-101
  • Foreign limited liability company: means an unincorporated entity organized under laws other than the laws of this State which afford limited liability to its owners comparable to the liability under § 428-303 and is not required to obtain a certificate of authority to transact business under any law of this State other than this chapter. See Hawaii Revised Statutes 428-101
  • Limited liability company: means a limited liability company organized under this chapter. See Hawaii Revised Statutes 428-101
  • 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.
(1) A statement certifying the following:

(A) The name, type of entity, and state or country of incorporation, formation, or organization of the converting and converted entities;
(B) That a plan of conversion has been approved;
(C) That an executed plan of conversion is on file at the principal place of business of the converting entity and stating the address thereof; and
(D) That a copy of the plan of conversion shall be furnished by the converting entity prior to the conversion or by the converted entity after the conversion on written request and without cost, to any member, shareholder, partner, or owner of the converting entity or the converted entity;
(2) If the converting entity is a domestic limited liability company, the total number of authorized votes, and the number voted for and against the plan; and
(3) If the converting entity is a foreign limited liability company or other entity, a statement that the approval of the plan of conversion was duly authorized and complied with the laws under which it was incorporated, formed, or organized.
(b) The articles of conversion shall be delivered to the director. The converted entity, if a domestic corporation, domestic professional corporation, domestic nonprofit corporation, general partnership, limited partnership, or domestic limited liability company shall attach a copy of its respective registration documents with the articles of conversion.
(c) If the director finds that the articles of conversion satisfy the requirements provided by law, and that all required documents are filed, the director, after all fees have been paid shall:

(1) Stamp the articles of conversion and include the date of the filing;
(2) File the document in the director’s office; and
(3) Issue a certificate of conversion to the converted entity or its authorized representatives.
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