BREG Definitions

Constituent Corporations
The corporations involved in a statutory merger.

Corporation
A legal entity created by law, having a continuous existence independent of those persons who compose it or act for it in exercising its function, and with powers and liabilities distinct from them.

Domestic Corporation
A corporation organized under the Hawaii Revised Statutes. Includes for-profit corporations created under Chapter 414, non-profit corporations created under Chapter 414D, and professional corporations created under Chapter 415A.

Foreign Corporation
A corporation registered to do business in Hawaii but organized under laws other than the laws of Hawaii.  Includes for-profit corporations registered under Chapter 414 and non-profit corporations registered under Chapter 414D.

Professional Corporation
A domestic for- profit corporation that may be organized for the purpose of rendering professional services within two or more professions by persons licensed under the Hawaii Revised Statutues (Chapters 442, 448, 453, 455, 457, 459, 460, 461, 463E, 465, 466, 471, 554-2 and 605), and for any purpose or purposes for which corporations may be organized under Chapter 414, to the extent that any combination of professional purposes or of professional and business purposes is permitted by the licensing laws and rules of this State applicable to the professions.

Domestic Nonprofit Corporation
A corporation created under Chapter 414D and as such, any income or profit realize by the corporation shall no be distributable to its members, directors, or officers.

Foreign Nonprofit Corporation
A nonprofit corporation registered to do business in Hawaii but organized under laws other than the laws of Hawaii.

Domestic Limited Liability Company
A limited liability company is a legal entity distinct from its members, consisting of one or more members organized under HRS Chapter 428 (Uniform Limited Liability Company Act).

Foreign Limited Liability Company
A legal entity organized under laws other than the laws of this State which afford limited liability to its owners comparable to the liability under HRS Chapter 428 (Uniform Limited Liability Company Act), Section 428-303.

Domestic Limited Liability Partnership
A partnership formed in accordance with the laws of Hawaii. Subject to the partnership meeting specified provisions of HRS Chapter 425, Partner’s liability is limited.

Foreign Limited Liability Partnership
A partnership formed in accordance with the laws of any other jurisdiction as a limited liability partnership under the laws of that jurisdiction. Subject to the partnership meeting specified provisions of HRS, Chapter 425 offers limitation on partner’s liability.

Limited Partner
A partner whose participation in the profits is limited by the agreement and who is not liable for the debts of the partnership beyond his capital contribution.

Limited Partnership
A partnership compromised of one or more general partners who manage business and who are personally liable for partnership debts, and one or more limited partners who contribute capital and share in profits but who take no part in running business and incur no liability with respect to partnership obligations beyond contribution.

Domestic Limited Partnership
A partnership formed by two or more persons under the laws of Hawaii and having one or more general partners and one or more limited partners.

Foreign Limited Partnership
A partnership formed under laws other than the laws of Hawaii and having as partners one or more general partners and one or more limited partners.

Partnership
A partnership is an association (including a joint venture) of two or more persons to carry on as co-owners a business for profit.

Domestic General Partnership
A partnership formed under the laws of Hawaii consisting of two or more persons who associated to carry on business as co-owners for profit and who are personally liable for all debts of the partnership.

Foreign General Partnership
A general partnership formed under the laws of any other jurisdiction.

To access registration forms and associated information including fee schedule, click here .