STAND. COM. REP. 2550

Honolulu, Hawaii

, 2004

RE: S.B. No. 2908

S.D. 1

 

 

Honorable Robert Bunda

President of the Senate

Twenty-Second State Legislature

Regular Session of 2004

State of Hawaii

Sir:

Your Committee on Commerce, Consumer Protection and Housing, to which was referred S.B. No. 2908 entitled:

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

begs leave to report as follows:

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

The Department of Commerce and Consumer Affairs (DCCA) and twenty-five individuals testified in support of this measure.

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. Additionally, this measure makes other changes to the business registration laws to modernize the business registration procedures and make them more "business friendly".

This measure, among other things:

(1) Clarifies that shareholder agreements may authorize corporate action without a meeting and without the written consent of all shareholders, and permits disclosure of such an agreement in the corporation's articles of incorporation;

(2) Authorizes the appointment of a trustee or receiver for dissolved corporations;

(3) Adds or amends definitions for consistency or uniformity;

(4) Clarifies the merger laws;

(5) Conforms the Uniform Limited Partnership Act to current state business registration practices;

(6) Repeals the requirement that operating agreements for limited liability companies be in written form; and

(7) Repeals obsolete language or inapplicable statutory references.

Your Committee amended this measure:

(1) To require limited and foreign limited partnerships to provide the names and addresses of each general partner in their annual statement filed with DCCA; and

(2) By making technical amendments to reflect preferred drafting style, to accurately reflect the language in the Hawaii Revised Statutes, and to make a conforming amendment.

As affirmed by the record of votes of the members of your Committee on Commerce, Consumer Protection and Housing that is attached to this report, your Committee is in accord with the intent and purpose of S.B. No. 2908, as amended herein, and recommends that it pass Second Reading in the form attached hereto as S.B. No. 2908, S.D. 1, and be placed on the calendar for Third Reading.

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

____________________________

RON MENOR, Chair