{"data":{"id":"us-hi/haw.-rev.-stat.-425e-1112","jurisdiction":"us-hi","citation":"Haw. Rev. Stat. § 425E-1112","heading":"Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.","body":"(a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:\n\n(1) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 425E-402; and\n\n(2) At the time the third party enters into the transaction, the third party:\n\n(A) Does not have notice of the conversion or merger; and\n\n(B) Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.\n\n(b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:\n\n(1) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 425E-402 if the person had been a general partner; and\n\n(2) At the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party:\n\n(A) Does not have notice of the dissociation;\n\n(B) Does not have notice of the conversion or merger; and\n\n(C) Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.\n\n(c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person shall be liable:\n\n(1) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and\n\n(2) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.","path":["HI Code","Division 2","Title 23","Chapter 425E"],"source_url":"http://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0425E/HRS_0425E-1112.htm","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:11Z","sha256":"7902b888a8102e3adc956b854da8581465d449b474111801f6d15fee2e74b4bb","source_id":"us-hi","stale":false,"prev":"us-hi/haw.-rev.-stat.-425e-1111","next":"us-hi/haw.-rev.-stat.-425e-1113"},"notice":"GroundRules: Original legal text. Not legal advice."}