Records and Reports

HRS div. 2, tit. 23, ch. 414D, pt. XV

in effect

HRS §414D-301 Corporate records

414D-301. Corporate records (a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by section 414D‑148(d). (b) A corporation shall maintain appropriate accounting records. (c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast. (d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (e) A corporation shall keep a copy of the following records at its principal office: (1) Articles or restated articles of incorporation and all amendments to them currently in effect; (2) Bylaws or restated bylaws and all amendments to them currently in effect; (3) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members; (4) Minutes of all meetings of members and records of all actions approved by the members for the past three years; (5) All written financial statements furnished for the past three years under section 414D‑306; (6) A list of the names and business or home addresses of its current directors and officers; and (7) The most recent annual report delivered to the department director under section 414D‑308. [L 2001, c 105, pt of §1]

HRS §414D-302 Inspection of records by members

414D-302. Inspection of records by members (a) Subject to sections 414D-301(e) and 414D-303(c), a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in section 414D-301(e) if the member gives the corporation written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy. (b) A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy: (1) Excerpts from any records required to be maintained under section 414D-301(a), to the extent not subject to inspection under subsection (a); (2) Accounting records of the corporation; and (3) Subject to sections 414D-109(b) and 414D-305, the membership list. (c) A member may inspect and copy the records identified in subsection (b) only if: (1) The member's demand is made in good faith and for a proper purpose; (2) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and (3) The records are directly connected with this purpose. (d) This section does not affect: (1) The right of a member to inspect records: (A) Under section 414D-109; or (B) If the member is in litigation with the corporation to the same extent as any other litigant; or (2) The power of a court, independently of this chapter, to compel the production of corporate records for examination. [L 2001, c 105, pt of §1; am L 2002, c 130, §68]

HRS §414D-303 Scope of inspection rights

414D-303. Scope of inspection rights (a) A member's agent or attorney shall have the same inspection and copying rights as the member the agent or attorney represents. (b) The right to copy records under section 414D‑302 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (c) The corporation may impose a reasonable charge, covering the costs of labor and materials, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records. (d) The corporation may comply with a member's demand to inspect the record of members under section 414D‑302(b)(3) by providing the member with a list of its members that was compiled no earlier than the date of the member's demand. [L 2001, c 105, pt of §1]

HRS §414D-304 Court-ordered inspection

414D-304. Court-ordered inspection (a) If a corporation does not allow a member who complies with section 414D‑302(a) to inspect and copy any records required by that section to be available for inspection, the court in the county where the corporation's principal office (or, if none in this State, in the city and county of Honolulu) is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member. (b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with section 414D‑302(b) and (c) may apply to the court in the county where the corporation's principal office (or, if none in this State, in the city and county of Honolulu) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. (c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis to doubt the right of the member to inspect the records demanded. (d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. [L 2001, c 105, pt of §1; am L 2009, c 55, §28]

HRS §414D-305 Limitations on use of membership list

414D-305. Limitations on use of membership list Without consent of the board, a membership list or any part thereof shall not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board, a membership list or any part thereof shall not be: (1) Used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the corporation; (2) Used for any commercial purpose; (3) Sold to or purchased by any person; or (4) Published in whole or in part to the general public. [L 2001, c 105, pt of §1; am L 2002, c 130, §69]

HRS §414D-306 Financial statements for members

414D-306. Financial statements for members (a) A corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. (b) If annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records: (1) Stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. [L 2001, c 105, pt of §1]

HRS §414D-306.5 Inspection of records by directors

414D-306.5. Inspection of records by directors (a) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation, including the records described in section 414D-301, at any reasonable time to the extent reasonably related to the performance of the director's duties, including the director's duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation or law. (b) The circuit court of the county where the corporation's principal office (or if none in this State, registered office) is located may order inspection and copying of the books, records, and documents demanded at the corporation's expense, upon application of a director who has been refused such inspection or copying rights, unless the corporation establishes that the director is not entitled to such inspection or copying rights. The court shall dispose of an application under this subsection on an expedited basis. (c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the demanding director from using information obtained upon exercise of the inspection or copying rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the demanding director for the director's costs, including reasonable attorney's fees, incurred in connection with making the application. [L 2013, c 126, §1]

HRS §414D-307 Report of indemnification to members

414D-307. Report of indemnification to members If a corporation indemnifies or advances expenses to a director under sections 414D‑160 to 414D‑163, in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members. [L 2001, c 105, pt of §1]

HRS §414D-308 Annual report

414D-308. Annual report (a) Each domestic corporation, and each foreign corporation authorized to transact business in the State, shall deliver to the department director an annual report on a form prescribed and furnished by the department director that sets forth: (1) The name of the corporation and the jurisdiction under whose law it is incorporated; (2) The mailing address of its principal office and the information required by section 425R-4(a); (3) The names and addresses of its directors and officers; and (4) A brief description of the nature of its activities. (b) The annual report shall be filed within the time periods prescribed in subsections (c) and (d). (c) Notwithstanding any of the provisions of this chapter to the contrary, annual reports reflecting the period from January 1, 2002, through December 31, 2002, that would otherwise be required, may be voluntarily filed with the department director if the annual report complies with the requirements of this section. (d) Effective January 1, 2003, for a domestic or foreign corporation whose date of incorporation or registration in this State falls between: (1) January 1 and March 31, an annual report shall be filed on or before March 31 of each year and shall reflect the state of the corporation's affairs as of January 1 of the year when filed; (2) April 1 and June 30, an annual report shall be filed on or before June 30 of each year and shall reflect the state of the corporation's affairs as of April 1 of the year when filed; (3) July 1 and September 30, an annual report shall be filed on or before September 30 of each year and shall reflect the state of the corporation's affairs as of July 1 of the year when filed; and (4) October 1 and December 31, an annual report shall be filed on or before December 31 of each year and shall reflect the state of the corporation's affairs as of October 1 of the year when filed; provided that if a domestic or foreign corporation is incorporated or registered in the same year in which the annual report is due, the domestic or foreign corporation shall not be required to file an annual report for that year. Thereafter, the domestic or foreign corporation shall comply with the requirements of this section. (e) If an annual report does not contain the information required by this section, the department director shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the department director within thirty days after the effective date of notice, it shall be deemed to have been timely filed. [L 2001, c 105, pt of §1; am L 2002, c 130, §70; am L 2003, c 124, §41; am L 2004, c 121, §20; am L 2009, c 55, §29]

Source: Hawaii State Legislature (capitol.hawaii.gov), via Internet Archive capturesURL: http://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414D/HRS_0414D-.htmFetched: 11/10/2026