Under Hawaii corporate law, a corporation is a separate legal entity formed by one or more natural persons to fulfill a lawful purpose. A corporation can buy, sell or mortgage property. It can sue or be sued in its corporate name. A corporation can conduct business, carry on operations, and have offices and exercise the powers in a state, territory or district in possession of the United States, or in a foreign country. It can appoint officers and agents of the corporation for various duties and fix their compensation.
In Hawaii, a corporation comes into existence by registering its articles of incorporation with the Secretary of State. The articles of incorporation should contain the name of the corporation, the purpose of organization of the corporation, the address of the registered office and its agents, and also the classes of stock and shares.
The name should contain the word “corporation”, “incorporated”, or “limited”, or the abbreviation “corp.”, “inc.”, or “ltd.” It may not contain any language stating or implying that the corporation is organized for a purpose other than that permitted by law and its articles of incorporation.
Bylaws are formed by the corporation for internal governance and conduct of its daily business. The bylaws will contain the number of directors for the corporation and also the formation of the board of directors. Bylaws can be amended or modified by the board of directors or the shareholders according to the provisions expressed in the articles of incorporation.
The members of the board of directors are elected by majority of the shareholders unless the bylaws provide otherwise. The board is responsible for every action of the corporation.
Meetings of the shareholders are to be held annually. Generally, meetings of the shareholders are to be held inside or outside the state of Hawaii. If there is no special provision providing for a meeting place, it shall be held at the registered office of the corporation.