CONFERENCE COMMITTEE REP. NO. 42-04

Honolulu, Hawaii

, 2004

RE: S.B. No. 2908

S.D. 1

H.D. 1

C.D. 1

 

 

Honorable Robert Bunda

President of the Senate

Twenty-Second State Legislature

Regular Session of 2004

State of Hawaii

Honorable Calvin K.Y. Say

Speaker, House of Representatives

Twenty-Second State Legislature

Regular Session of 2004

State of Hawaii

Sir:

Your Committee on Conference on the disagreeing vote of the Senate to the amendments proposed by the House of Representatives in S.B. No. 2908, S.D. 1, H.D. 1, entitled:

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

having met, and after full and free discussion, has agreed to recommend and does recommend to the respective Houses the final passage of this bill in an amended form.

The purpose of this measure is to clarify ambiguities and correct errors and inconsistencies in the State's business registration laws.

This measure is a general housekeeping measure that clarifies ambiguities and corrects errors and inconsistencies in the business registration laws that have occurred due to changes in division policies and procedures, and drafting errors. Your Committee on Conference finds that this measure updates and improves the efficiency of Hawaii's business registration procedures, and promotes a more business friendly climate in the State.

Your Committee on Conference has amended this measure by:

(1) Amending section 414-163(c), Hawaii Revised Statutes (HRS), to:

(a) Permit the disclosure of a shareholder agreement by conspicuously noting its existence in a corporation's articles of incorporation;

(b) Require the recall of certificates that are outstanding at the time the agreement is executed and the issuance of substitute certificates therefor, if the agreement's existence is not noted in a corporation's articles of incorporation; and

(c) Preclude the rescission of a purchase of shares based on the lack of knowledge of an agreement if the existence thereof is noted in a corporation's articles of incorporation or, if not so noted, is disclosed in an information statement delivered to the purchaser prior to or at the time of purchase; and

(2) Making technical amendments:

(a) That effect revisions to the trade name certificate of registration law by amending section 482-3, HRS, in lieu of amending section 12 of Act 210, Session Laws of Hawaii 2003, and by deleting the effective date proviso applicable to the latter; and

(b) For purposes of style, clarity, and consistency, and to reflect preferred drafting style.

As affirmed by the record of votes of the managers of your Committee on Conference that is attached to this report, your Committee on Conference is in accord with the intent and purpose of S.B. No. 2908, S.D. 1, H.D. 1, as amended herein, and recommends that it pass Final Reading in the form attached hereto as S.B. No. 2908, S.D. 1, H.D. 1, C.D. 1.

 

 

Respectfully submitted on behalf of the managers:

ON THE PART OF THE HOUSE

ON THE PART OF THE SENATE

____________________________

BRIAN SCHATZ, Co-Chair

____________________________

RON MENOR, Chair

____________________________

KENNETH T. HIRAKI, Co-Chair