|Part I||General Partnerships||425-1 – 425-21|
|Part IV||Uniform Partnership Act||425-101 – 425-173|
|Part VI||Miscellaneous Provisions||425-192 – 425-198|
|Part VII||Mergers||425-201 – 425-205|
Terms Used In Hawaii Revised Statutes > Chapter 425 - Partnerships
- 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.
- Affiliate: means :
(1) A person who directly or indirectly owns, controls, or holds with power to vote, twenty or more per cent of the outstanding voting securities of the debtor, other than a person who holds the securities:
(A) As a fiduciary or agent without sole discretionary power to vote the securities; or
(B) Solely to secure a debt, if the person has not in fact exercised the power to vote;
(2) A corporation, twenty or more per cent of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by the debtor, or by a person who directly or indirectly owns, controls, or holds with power to vote, twenty or more per cent of the outstanding voting securities of the debtor, other than a person who holds the securities:
(A) As a fiduciary or agent without sole discretionary power to vote the securities; or
(B) Solely to secure a debt, if the person has not in fact exercised the power to vote;
(3) A person whose business is operated by the debtor under a lease or other agreement, or a person substantially all of whose assets are controlled by the debtor; or
(4) A person who operates the debtor's business under a lease or other agreement or controls substantially all of the debtor's assets. See Hawaii Revised Statutes 651C-1
- 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.
- Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
- Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
- 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.
- Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
- Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
- Asset: means property of a debtor but does not include:
(1) Property to the extent that it is encumbered by a valid lien;
(2) Property to the extent that it is generally exempt under nonbankruptcy law; or
(3) An interest in property held in tenancy by the entireties to the extent that it is not subject to process by a creditor holding a claim against only one tenant. See Hawaii Revised Statutes 651C-1
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Association: means an association organized under chapter 421 or 421C. See Hawaii Revised Statutes 425-201
- Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
- Bequeath: To gift property by will.
- Business: includes every trade, occupation, and profession. See Hawaii Revised Statutes 425-101
- Carrier: means a person who engages in transportation, and does not include a person such as freight forwarder or tour packager who provides transportation by contracting with others, except to the extent that such person oneself engages in transportation. See Hawaii Revised Statutes 239-2
- Claim: means a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured. See Hawaii Revised Statutes 651C-1
- Clerk of court: An officer appointed by the court to work with the chief judge in overseeing the court's administration, especially to assist in managing the flow of cases through the court and to maintain court records.
- Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
- Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
- Continuance: Putting off of a hearing ot trial until a later time.
- Contract: A legal written agreement that becomes binding when signed.
- 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.
- county: includes the city and county of Honolulu. See Hawaii Revised Statutes 1-22
- Creditor: means a person who has a claim against a debtor. See Hawaii Revised Statutes 651C-1
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Debt: means liability on a claim. See Hawaii Revised Statutes 651C-1
- Debtor: means a person against whom a creditor has a claim. See Hawaii Revised Statutes 651C-1
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- Deposition: An oral statement made before an officer authorized by law to administer oaths. Such statements are often taken to examine potential witnesses, to obtain discovery, or to be used later in trial.
- Devise: To gift property by will.
- Director: means the director of commerce and consumer affairs. See Hawaii Revised Statutes 425-101
- Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
- Distribution: means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee. See Hawaii Revised Statutes 425-101
- Docket: A log containing brief entries of court proceedings.
- 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 425-101
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Felony: A crime carrying a penalty of more than a year in prison.
- Fiduciary: A trustee, executor, or administrator.
- Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
- 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
- Fraud: Intentional deception resulting in injury to another.
- Garnishment: Generally, garnishment is a court proceeding in which a creditor asks a court to order a third party who owes money to the debtor or otherwise holds assets belonging to the debtor to turn over to the creditor any of the debtor
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Individual: means a natural person. See Hawaii Revised Statutes 425-101
- Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
- Insider: includes :
(1) If the debtor is an individual:
(A) A relative of the debtor or of a general partner of the debtor;
(B) A partnership in which the debtor is a general partner;
(C) A general partner in a partnership described in subparagraph (B); or
(D) A corporation of which the debtor is a director, officer, or person in control;
(2) If the debtor is a corporation:
(A) A director of the debtor;
(B) An officer of the debtor;
(C) A person in control of the debtor;
(D) A partnership in which the debtor is a general partner;
(E) A general partner in a partnership described in subparagraph (D); or
(F) A relative of a general partner, director, officer, or person in control of the debtor;
(3) If the debtor is a partnership:
(A) A general partner of the debtor;
(B) A relative of a general partner in, of a general partner of, or of a person in control of the debtor;
(C) Another partnership in which the debtor is a general partner;
(D) A general partner in a partnership described in subparagraph (C); or
(E) A person in control of the debtor;
(4) An affiliate, or an insider of an affiliate as if the affiliate were the debtor; and
(5) A managing agent of the debtor. See Hawaii Revised Statutes 651C-1
- Joint tenancy: A form of property ownership in which two or more parties hold an undivided interest in the same property that was conveyed under the same instrument at the same time. A joint tenant can sell his (her) interest but not dispose of it by will. Upon the death of a joint tenant, his (her) undivided interest is distributed among the surviving joint tenants.
- 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.
- Juror: A person who is on the jury.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Lien: means a charge against or an interest in property to secure payment of a debt or performance of an obligation, including a security interest created by agreement, a judicial lien obtained by legal or equitable process or proceedings, a common-law lien, or a statutory lien. See Hawaii Revised Statutes 651C-1
- Lien: A claim against real or personal property in satisfaction of a debt.
- 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
- Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
- 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 425-201
- month: means a calendar month; and the word "year" a calendar year. See Hawaii Revised Statutes 1-20
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Motor scooter: has the meaning prescribed by section 286-2. See Hawaii Revised Statutes 431:10G-101
- Motorcycle: has the meaning prescribed by section 286-2. See Hawaii Revised Statutes 431:10G-101
- oath: includes a solemn affirmation. See Hawaii Revised Statutes 1-21
- Oath: A promise to tell the truth.
- 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 425-201
- Partnership: means an association of two or more persons to carry on as co-owners a business for profit formed under section 425-109, a predecessor law, or comparable law of another 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 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
- Partnership at will: means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking. See Hawaii Revised Statutes 425-101
- Person: means , when appropriate to the context, not only individuals, but corporations, firms, associations, and societies. See Hawaii Revised Statutes 431:10G-101
- Person: means an individual, partnership, corporation, association, organization, government or governmental subdivision or agency, business trust, estate, trust, or any other legal or commercial entity. See Hawaii Revised Statutes 651C-1
- Person: includes any individual or entity. See Hawaii Revised Statutes 425-101
- Personal property: All property that is not real property.
- Plaintiff: The person who files the complaint in a civil lawsuit.
- 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.
- Probable cause: A reasonable ground for belief that the offender violated a specific law.
- Property: means anything that may be the subject of ownership. See Hawaii Revised Statutes 651C-1
- Property: means all property, real, personal, or mixed, tangible or intangible, or any interest therein. See Hawaii Revised Statutes 425-101
- Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- Relative: means an individual related within the third degree as determined by the common law, a spouse, or an individual related to a spouse within the third degree as so determined, and includes an individual in an adoptive relationship within the third degree. See Hawaii Revised Statutes 651C-1
- Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
- Sequester: To separate. Sometimes juries are sequestered from outside influences during their deliberations.
- Service of process: The service of writs or summonses to the appropriate party.
- Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
- State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. See Hawaii Revised Statutes 425-101
- Statement: means a registration or annual statement filed under section 425-1, a statement of correction filed under section 425-1. See Hawaii Revised Statutes 425-101
- Statute: A law passed by a legislature.
- Subpoena: A command to a witness to appear and give testimony.
- Summons: Another word for subpoena used by the criminal justice system.
- Temporary restraining order: Prohibits a person from an action that is likely to cause irreparable harm. This differs from an injunction in that it may be granted immediately, without notice to the opposing party, and without a hearing. It is intended to last only until a hearing can be held.
- Tenancy in common: A type of property ownership in which two or more individuals have an undivided interest in property. At the death of one tenant in common, his (her) fractional percentage of ownership in the property passes to the decedent
- Testify: Answer questions in court.
- Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
- Transfer: means every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset, and includes a payment of money, a release, a lease, and the creation of a lien or encumbrance. See Hawaii Revised Statutes 651C-1
- Transfer: includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. See Hawaii Revised Statutes 425-101
- Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
- Trial jury: A group of citizens who hear the evidence presented by both sides at trial and determine the facts in dispute. Federal criminal juries consist of 12 persons. Federal civil juries consist of six persons.
- Trustee: A person or institution holding and administering property in trust.
- Uniform Commercial Code: A set of statutes enacted by the various states to provide consistency among the states' commercial laws. It includes negotiable instruments, sales, stock transfers, trust and warehouse receipts, and bills of lading. Source: OCC
- Verdict: The decision of a petit jury or a judge.
- Writ: A formal written command, issued from the court, requiring the performance of a specific act.