STAND. COM. REP. NO. 947

                                   Honolulu, Hawaii
                                                     , 1999

                                   RE:  H.B. No. 1078
                                        H.D. 2




Honorable Norman Mizuguchi
President of the Senate
Twentieth State Legislature
Regular Session of 1999
State of Hawaii

Sir:

     Your Committee on Commerce and Consumer Protection, to which
was referred H.B. No. 1078, H.D. 2, entitled: 

     "A BILL FOR AN ACT RELATING TO BUSINESS REGISTRATION,"

begs leave to report as follows:

     The purpose of this measure is to clarify and update the
State's business registration laws.

     The Department of Commerce and Consumer Affairs presented
testimony in support of the measure.  Although not present at the
hearing, the Business Law Section of the Hawaii State Bar
Association, submitted written testimony in support of the
measure.  

     Your Committee finds that this measure amends the laws
relating to domestic, foreign, professional, and nonprofit
corporations, general and limited liability partnerships, and
limited liability companies, and among other things:

     (1)  Requires that domestic and nonprofit corporations
          maintain a registered office in the State and have a
          registered agent who resides in the State, except for
          corporations that have at least one officer or director
          who is a resident of the State;  

     (2)  Establishes procedures for a change of a registered
          office or registered agent, and the resignation of a

 
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                                   STAND. COM. REP. NO. 947
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          registered agent for domestic and nonprofit
          corporations;
     
     (3)  Clarifies procedures for the amendment and
          reinstatement of articles of incorporation by a
          nonprofit corporation; 

     (4)  Includes domestic limited liability partnerships and
          foreign limited liability partnerships in the
          provisions prohibiting a name of a business entity from
          being the same or substantially identical to another
          business entity;  

     (5)  Eliminates the requirement that at least one member of
          the board of directors for a domestic or nonprofit
          corporation be a resident of the State;

     (6)  Requires that a domestic or nonprofit corporation
          include in its articles of incorporation the address of
          its initial registered office and the name of its
          initial registered agent at that office;

     (7)  Requires that a domestic or foreign corporation, or
          domestic or foreign nonprofit corporation provide in
          its annual report the address of its registered office
          in the State and the name of its registered agent in
          the State;

     (8)  Requires a domestic corporation's articles of amendment
          to state that provisions necessary to effect an
          exchange, reclassification, or cancellation of issued
          shares have been made;

     (9)  Requires the provision of certain statements or
          information in articles of merger and articles of
          consolidation; and

    (10)  Extends the reinstatement period for business entities.

     The changes to the State's business registration laws
effected by this measure will simplify the business registration
process in the State and promote Hawaii as a favorable place to
form and register businesses.

     As affirmed by the record of votes of the members of your
Committee on Commerce and Consumer Protection that is attached to
this report, your Committee is in accord with the intent and
purpose of H.B. No. 1078, H.D. 2, and recommends that it pass

 
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                                   STAND. COM. REP. NO. 947
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Second Reading and be referred to the Committee on Ways and
Means.

                                   Respectfully submitted on
                                   behalf of the members of the
                                   Committee on Commerce and
                                   Consumer Protection,



                                   ______________________________
                                   BRIAN KANNO, Co-Chair



                                   ______________________________
                                   BRIAN T. TANIGUCHI, Co-Chair

 
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