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Hawaiian Kingdom Civil Code


TITLE 6.—MISCELLANEOUS LAWS.

 

CHAPTER XXXI

 

OF CORPORATIONS.

 

§1426. Every corporation created, or to be created in this kingdom, shall have power: 1st, to have succession by its corporate name for the period limited in its charter, and when no period is limited, perpetually; 2nd, to sue and be sued in any court; 3rd, to make and use a common seal, and alter the same at its pleasure; 4th, to hold, purchase and convey such real and per­sonal estate, and no other, not exceeding the amount limited by its charter, as the purposes of the corporation shall require; 5th, to appoint such subordinate officers and agents as the business of the corporation shall require; 6th, to make by-laws not incon­sistent with any existing law, for the management of its property, the election and removal of its officers, the regulation of its affairs, and the transfer of its stock.

 

§1427. In addition to the powers enumerated in the preceding section, no corporation created under the provisions of this chapter shall possess or exercise any corporate powers, except such as shall be necessary to the exercise of the powers so enumerated: and of such subordinate powers as shall be expressly given in the charter granted as hereinafter provided.

 

§1428. No corporation shall be deemed to possess the power of discounting bills, notes or other evidences of debt, or receiving deposits, or buying gold, silver, bullion or foreign coin, buying and selling exchange, or issuing notes or other evidences of debt, except so far as the exigencies of the particular business for which it was incorporated shall require. Nor shall any corporation, un­less authorized by express enactment of the legislature, issue bills or other evidences of debt for circulation as money.

 

§1429. At any meeting of any corporation, it shall be lawful for the members in the transaction of business, to vote either in person or by proxy: provided that nothing in this section shall be construed to restrain the power of every corporation, to pre­scribe by its by-laws, the mode of voting at meetings of its trustees, directors, or board of managers.

 

§1430. When all the members of any corporation shall be present, either in person or by proxy, at any meeting however called or notified, and shall sign a written consent thereto, on the record of such meeting, the doings of such meeting shall be valid.

 

§1431. The members of such corporation so assembled, may elect officers to fill all vacancies then existing, and may act upon such other business as might lawfully be transacted at regular meetings of the corporation.

 

§1432. Whenever, by-reason of the death, absence, or other legal impediment, of the officers of any corporation, there shall be no person duly authorized to call or preside at a legal meeting thereof, any circuit judge of the island where such corporation is established, may, on written application of four or more of the members thereof, issue an order to either of the said members, directing him to call a meeting of the corporation, by giving such notice as shall be required by the by-laws of the corporation, and the said judge may, in the same order, direct one of the said members to preside at the meeting, and the proceedings of such meeting shall be valid.

 

§1433. Whenever the capital stock of any corporation is divided into shares, and the certificates thereof are issued, trans­fer of the shares may be made by endorsement and delivery of the certificate. The endorsee shall be entitled to a new certificate upon surrendering the old one. And no such transfer shall be valid, except between the parties thereto, until such new certifi­cate shall have been obtained, or the transfer shall have been re­corded on the books of the corporation, so as to show the date of the transfer, the parties thereto, their places of abode, and the number and description of the shares transferred.

 

§1434. The directors, or managers, of any incorporated com­pany shall not make dividends, except from the profits arising from the business of the co4oration, nor may they divide, with­draw, or in any way pay away, to the stockholders or to any of them, any part of the capital stock of the company, or reduce the said capital stock; without the consent either of the power grant­ing the charter or of the Legislature. In case of any violation of the provisions of this section, the-trustees, managers or directors, under whose administration the same may have taken place, shall, in their individual and private capacities, be jointly and severally liable to the corporation and creditors thereof, in the event of its dissolution, to the full amount so divided, withdrawn, paid out or reduced: provided, that nothing in this section contained shall prevent a distribution and division of the balance of the capital stock, remaining after payment of all its debts, or dissolution of the company, or expiration of its charter.

 

§1435. Where the whole capital of a corporation shall not have been paid in, and the capital paid shall be insufficient to satisfy the claims of its creditors, each stockholder shall be bound to pay on each share held by him the sum necessary to complete the amount of such share as fixed by the charter of the company, or such proportion of that sum as shall be required to satisfy the debts of the company.

 

§1436. All the property of any corporation, which may be created in virtue of this chapter, shall be liable for the just debts thereof, but no stockholder shall be liable for the debts of the cor­poration beyond the amount of what may be due upon the share or shares held or owned by him.

 

§1437. The amount of debts which any corporation shall owe, shall at no time exceed the amount of its capital stock.

 

§1438. In every joint stock company incorporated under the provisions of this chapter, it shall be the duty of the trustees, as managers or directors of such company, to cause a book to be kept for registering the names of all persons who are, or shall become, stockholders of the corporation, and showing the number of shares of stock held by them respectively, and the time when they re­spectively became the owners of such shares, which book during the usual business hours of the day, on every day, except Sundays and national holidays, shall be open for the inspection of the stockholders and creditors, and it shall be the duty of the clerk or the person having the charge thereof, to give a certified transcript. of anything therein contained, to any stockholder or creditor of the corporation applying therefor; such transcript shall be legal evidence of the facts therein set forth in any suit by or against the corporation.

 

§1439. Any corporation wishing to dissolve and disincorporate itself, before the expiration of its charter, may present a petition to the Minister of the Interior, together with a certificate setting forth that at a meeting of the stockholders, or members called for

that purpose, it was decided, by a vote of three-fourths of the members or stockholders, to dissolve and disincorporate the cor­poration, which certificate shall be signed by the presiding officer and secretary of such meeting. The minister shall enter such y petition and certificate of record in his office, and after sixty days notice, by publication in Hawaiian and English, in such manner as he shall deem most effectual, shall proceed to consider the same, and when satisfied that the vote certified has been truly taken, and that all claims against the corporation are discharged, shall declare such corporation dissolved.

 

§1440. Upon the annulment of the charter of any corporation, or upon its dissolution by expiration of its charter, or otherwise, unless other persons shall be appointed by the Legislature, the Minister of the Interior, or by some court of competent authority, the directors or managers of the corporation, by whatever name known in law, shall be trustees for the creditors and stockholders, with full powers to settle the affairs of the corporation. Under the name of trustees of such corporation, they may by suit or otherwise, collect and pay the outstanding debts, and divide among the stockholders the moneys and other properties that shall remain after payment of the debts and necessary expenses. And they shall be jointly and severally liable to the creditors and to the stockholders to the extent of the corporation property which shall come into their hands.

 

§1441. Every corporation not elemosynary, religious, literary or educational, shall annually present a full and accurate exhibit of the state of its affairs to the Minister of the Interior, at such times as the minister shall direct. The said minister shall have power, either himself, or by one or more commissioners appointed by him, to call for the production of the books and papers of the corporation, and to examine its officers, members, and others touching its affairs, under oath. The annual reports above men­tioned, and the result of such examination, the minister may in his discretion lay before the King in Privy Council, and also pub­lish. In case any such corporation shall refuse to produce its books and papers upon the request of the Minister of the Interior, or the commissioners appointed by him, or in case any of the officers or members of such corporation shall refuse to be examined on oath, touching the affairs of the corporation, then the Minister of the Interior, or the commissioners, may apply to the court of chancery for an order to compel the production of the books and papers, or the examination of such officers or members of the corporation, obedience to which order may be enforced by said court, in like manner with its ordinary decrees and orders.

 

§1442. The Minister of the Interior shall have full power, subject to the provisions and conditions of this chapter, in his dis­cretion, by and with the advice and consent of the King in Privy Council to grant charters of incorporation for agricultural, com­mercial, and manufacturing purposes, and for cemetery associa­tions, as well as to charter other incorporations, either aggregate or sole, ecclesiastical or lay, banking and municipal corporations alone excepted, which shall be chartered only by the Legislature.

 

§1443. The Minister of the Interior, with the consent of the King in Privy Council, shall also have power on the expiration of any charter, to renew the same, on application to him for that purpose by two-thirds of the stockholders of such company, and a satisfactory explanation to him of the state of its affairs.

 

§1444. Nothing in this chapter contained shall be construed to authorize the Minister of the Interior, as before provided, without the authority of the Legislature, to grant any charter which shall in terms institute a monopoly for a longer term than five years, of any business or occupation; nor may he grant perpetual charters, without such authority, to any corporations, except to those for eleemosynary, literary, educational or ecclesiastical pur­poses, or for cemetery associations.

 

§1445. Application to the Minister of the Interior for any charter of incorporation shall be made by written petition, accom­panied by proofs that three-fourths of the shares have been sub­scribed for; and in the case of joint stock companies, there shall, in addition to such petition, be also filed at the same time in the office of the minister a certificate setting forth the location of the proposed company; the object of the incorporation, the amount of stock proposed, and, if the privilege of subsequent extension of the capital stock is asked for, the limit of that extension; the pur­posed duration of the company; the time within which it is to organize; whether the liability of stockholders is proposed to- be limited to the amount of their stock, or otherwise; and also whether the whole or any part of the capital stock is to be paid in before commencing operations, and if part, what part.

 

§1446. The shares of the several members in the stock of any incorporated company, whether owning real estate or otherwise, shall be deemed in law personal property.

 

PROVIDING FOR SERVICE OF PROCESS ON FOREIGN CORPORATIONS.

 

Section 1. Every corporation heretofore created by or under the laws of any other state, kingdom, empire or government, and carrying on business in this Kingdom, shall, within four months ‘after’ the passage of this Act, and any corporation hereafter so created and carrying on business in this Kingdom, within twenty days after commencing to do business in this Kingdom, designate some person residing in the city c: town where the principal place of business of said corporation in this ‘Kingdom is, upon whom process issued by authority of or under any law of this King­dom, may be served, and within the time aforesaid, shall file such designation in the office of the Department of the Interior; and it shall he lawful to serve on such person so designated any process, issued as aforesaid, and such service shall be deemed to be a valid service thereof.

 

Section 2. Every corporation created by the laws of any other country carrying on business in this Kingdom, which shall fail to comply with the provisions of the first section of this statute, shall be denied the benefit of the laws of this Kingdom, and particu­larly of the statutes limiting the time for the commencement of civil action.

 

RELATING TO CORPORATIONS AND INCORPORATED COMPANIES ORGANIZED UNDER THE LAWS OF FOREIGN COUNTRIES AND    

CARRYING ON BUSINESS IN THIS KINGDOM.

                                                                                                                                      

Section 1. Every corporation or incorporated company formed or organized under the laws of any foreign State, which may be desirous of carrying on business in this Kingdom and to take, hold and convey real estate therein, shall file in the office of the Minister of the Interior:

 

1.  A certified copy of the charter or act of incorporation of such corporation or company.

 

2.  The names of the officers thereof.

 

3.  The name of some person upon whom legal notices and pro­cess from the courts of this Kingdom may be served.

 

4.  An annual statement of the assets and liabilities of the cor­poration or company in this Kingdom on the first day of July in each year.

 

5.  A certified copy of the by-laws of such corporation or company.

 

Section 2. Every such corporation or incorporated company, on complying with the terms of this law, shall have the same powers and privileges and be subject to the same disabilities as are by law conferred on corporations constituted under the laws of this Kingdom, and shall, for the purposes for which they shall be constituted, have full power to hold, take and convey by way of sale, mortgage or otherwise, real, personal and mixed estate in this Kingdom. Provided always that the purposes for which such corporations or companies shall be constituted shall not be repugnant to, or in conflict with any law of this Kingdom.

 

Section 3. Any such foreign corporation or incorporated com­pany now carrying on business in this Kingdom, shall, if desirous of availing itself of the provisions of this Act, file the aforesaid particulars with the Minister of the Interior within four months from the coming into operation of this Act.

 

Section 4. There shall be paid to the Minister of the Interior for and on behalf of the Hawaiian Government, by every corpor­ation or incorporated company, availing itself of the provisions of this Act, the sum of fifty dollars.

 

Section 1. That Section 5 of the said Act be and the same is hereby amended so as to read as follows:

 

Section 5. This Act shall not be deemed or construed to affect or be at variance with the provisions of an Act approved on the thirtieth day of July, A. D. 1878, entitled ‘An Act providing for the service of process on foreign corporations.’”

 

Section 2. Provided however that any foreign corporation subject to the provisions of the said last mentioned Act which has failed to fill the designations required by such Act may do so within a period of six months from the time of the commence­ment of this Act on payment to the Minister of the Interior for and on behalf of the Hawaiian Government of the sum of ten dollars, and thereupon such foreign corporation shall be deemed to all intents and purposes to have fully complied with the provis­ions of the said Act.

 

Section 3. This Act shall take effect and become law on the first day of September next.

 

Approved this 7th day of August, A. D. 1883.

 

 

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