Foreign Entities’ Capacity to Do Business in HI

"A partnership formed under the laws of any other jurisdiction, shall have the same powers and privileges, and be subject to the same disabilities as are by law conferred upon partnerships formed under the laws of the State, provided always that the purposes for which the partnership is formed are not repugnant to or in conflict with any law of the State. (HRS § 425-3)

A foreign non-profit corporation may not transact business in the State until it obtains a certificate of authority from the Director of the Department of Commerce and Consumer Affairs. (HRS § 414D-271) Before transacting business in the State, a foreign limited liability partnership shall register, file a statement of foreign qualification with the director, and submit a certificate of good standing or other similar record duly authenticated by the secretary of state or other official having custody of limited liability partnership records in the state or country under whose law it was formed. (HRS § 425-156) A foreign corporation may not transact business in this State until it obtains a certificate of authority. (HRS § 414-431) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the director for filing. (HRS § 428-1002) A foreign limited partnership may apply for a certificate of authority to transact business in this State by delivering an application to the director for filing. (HRS § 425E-902)

Maintaining, defending, or settling any proceeding does not constitute transacting business. Loaning money or creating or acquiring security interests in personal property also does not constitute transacting business. See HRS § 428-1003.

In any event, the failure of a foreign entity to obtain a certificate of authority does not impair the validity of its contracts or acts or prevent it from defending any proceeding in the State. See HRS § 428-1008."