Filing Documents

HRS div. 2, tit. 23, ch. 414, pt. II

in effect

HRS §414-11 Filing requirements

414-11. Filing requirements (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the department director. (b) This chapter must require or permit filing the document in the office of the department director. (c) The document must contain the information required by this chapter. It may contain other information as well. (d) The document must be typewritten or printed. (e) The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of good standing required of foreign corporations need not be in English if accompanied by an English translation under oath of the translator. (f) The document must be certified and executed: (1) By the chairperson of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (g) The person executing the document shall sign it and print beneath or opposite that person's signature the person's name and the capacity in which the person signs. The document may but need not contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; or (3) An acknowledgment, verification, or proof. (h) If the department director has prescribed a mandatory form for the document under section 414-12, the document must be in or on the prescribed form. (i) The document must be delivered to the office of the department director for filing and must be accompanied by the correct filing fee and any penalty required by this chapter. [L 2000, c 244, pt of §1; am L 2001, c 129, §§6 to 8]

HRS §414-12 Forms

414-12. Forms (a) The department director may prescribe and furnish on request forms for: (1) An application for a certificate of good standing; (2) A foreign corporation's application for a certificate of authority to transact business in this State; (3) A foreign corporation's application for a certificate of withdrawal; and (4) The annual report. If the department director so requires, use of these forms is mandatory. (b) The department director may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter but their use is not mandatory. [L 2000, c 244, pt of §1; am L 2001, c 129, §9]

HRS §414-13 Filing, service, and copying fees

414-13. Filing, service, and copying fees (a) The following fees shall be paid to the department director upon the filing of corporate documents: (1) Articles of incorporation, $100; (2) Articles of amendment, $25; (3) Restated articles of incorporation, $25; (4) Articles of conversion or merger, $100; (5) Articles of merger (subsidiary corporation), $50; (6) Articles of dissolution, $25; (7) Annual report of domestic and foreign corporations organized for profit, $25; (8) Any other statement, report, certificate, application, or other corporate document, except an annual report, of a domestic or foreign corporation, $25; (9) Application for a certificate of authority, $100; (10) Application for a certificate of withdrawal, $25; (11) Reservation of corporate name, $10; (12) Transfer of reservation of corporate name, $10; (13) Good standing certificate, $5; (14) Special handling fee for review of corporation documents, excluding articles of conversion or merger, $25; (15) Special handling fee for review of articles of conversion or merger, $75; (16) Special handling fee for certificates issued by the department, $10 per certificate; (17) Special handling fee for certification of documents, $10; and (18) For filings relating to registered agents, the fees established by section 425R-2. (b) All special handling fees shall be credited to the special fund established for use by the department of commerce and consumer affairs in expediting the processing of documents. At least two temporary business registration assistant I positions shall be paid out of the special fund. (c) The department director shall adjust the fees assessed under this section, as necessary from time to time, through rules adopted under chapter 91. (d) The department director shall charge and collect: (1) For furnishing a certified copy of any document, instrument, or paper relating to a corporation, $10 for the certificate and affixing the seal thereto; and (2) At the time of any service of process on the department director as agent for service of process of a corporation, $10, which amount may be recovered as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action. [L 2000, c 244, pt of §1; am L 2001, c 129, §10; am L 2004, c 116, §3 and c 117, §1; am L 2009, c 55, §3]

HRS §414-14 Effective time and date of document

414-14. Effective time and date of document (a) Except as provided in subsection (b) and section 414-15(c), a document accepted for filing is effective at the time of filing on the date it is filed, as evidenced by the department director's date and time endorsement on the original document. (b) Articles of dissolution, articles of conversion, and articles of merger or share exchange may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the thirtieth day after the date it is filed. [L 2000, c 244, pt of §1; am L 2001, c 129, §11; am L 2002, c 130, §9]

HRS §414-15 Correcting filed document

414-15. Correcting filed document (a) A domestic or foreign corporation may correct a document filed by the department director if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified, or acknowledged. (b) A document is corrected by: (1) Preparing articles of correction that: (A) Describe the document (including its filing date) or attach a copy of it to the articles; (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and (2) Delivering the articles of correction to the department director for filing. (c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. [L 2000, c 244, pt of §1]

HRS §414-16 Filing duty of department director

414-16. Filing duty of department director (a) If a document delivered to the department director for filing satisfies the requirements of section 414-11, the department director shall file it. (b) The department director files a document by stamping or otherwise endorsing the document including the date and time of receipt. (c) If the department director refuses to file a document, the department director shall return it to the domestic or foreign corporation or its representative together with a brief, written explanation of the reason for the department director's refusal. (d) The department director's duty to file documents under this section is ministerial. The department director's filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or part; (2) Relate to the correctness or incorrectness of information contained in the document; and (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. [L 2000, c 244, pt of §1; am L 2001, c 129, §12]

HRS §414-17 Appeal from department director's refusal to file document

414-17. Appeal from department director's refusal to file document (a) If the department director refuses to file a document delivered to the department director for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document in the circuit court. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the department director's explanation of the department director's refusal to file. (b) The court may summarily order the department director to file the document or take other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings. [L 2000, c 244, pt of §1]

HRS §414-18 Evidentiary effect of copy of filed document

414-18. Evidentiary effect of copy of filed document A certificate attached to a copy of a document filed by the department director, bearing the department director's signature (which may be in facsimile) and the seal of the department of commerce and consumer affairs, is conclusive evidence that the original document is on file with the department director. [L 2000, c 244, pt of §1]

HRS §414-19 Certificates and certified copies to be received in evidence

414-19. Certificates and certified copies to be received in evidence All certificates issued by the department director pursuant to this chapter, and all copies of documents filed in the department director's office pursuant to this chapter when certified by the department director, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. A certificate by the department director, under the seal of the department of commerce and consumer affairs, as to the existence or nonexistence of the facts relating to corporations, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated. [L 2000, c 244, pt of §1]

HRS §414-20 Penalty for signing false document

414-20. Penalty for signing false document (a) A person commits an offense if the person signs a document the person knows is false in any material respect with intent that the document be delivered to the department director for filing. (b) An offense under this section is a class C felony. [L 2000, c 244, pt of §1]

Source: Hawaii State Legislature (capitol.hawaii.gov), via Internet Archive capturesURL: http://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414/HRS_0414-.htmFetched: 11/10/2026