Haw. Rev. Stat. » Haw. Rev. Stat. / Chapter 425
Hawaii Revised Statutes

Haw. Rev. Stat. § 425-101 (2026)

to 425-143  REPEALED

✓ current as of July 2026
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PART IV.  UNIFORM PARTNERSHIP ACT [OLD]--REPEALED

 

     §§425-101 to 425-143  REPEALED.  L 1999, c 284, §5.

 

PART IV.  UNIFORM PARTNERSHIP ACT

 

General Provisions

 

     §425-101  [Definitions.]  As used in this part, unless the context otherwise requires:

     "Business" includes every trade, occupation, and profession.

     "Debtor in bankruptcy" means a person who is the subject of:

     (1)  An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or

     (2)  A comparable order under federal, state, or foreign law governing insolvency.

     "Director" means the director of commerce and consumer affairs.

     "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.

     "Entity" includes domestic and foreign corporations, domestic professional corporations, domestic and foreign limited liability companies, domestic and foreign nonprofit corporations, domestic and foreign business trusts, estates, domestic and foreign partnerships, domestic and foreign limited partnerships, domestic and foreign limited liability partnerships, trusts, two or more persons having joint or common economic interest, associations and cooperative associations, and state, federal, and foreign governments.

     "Foreign limited liability partnership" means a partnership that:

     (1)  Is formed under laws other than the laws of this State; and

     (2)  Has the status of a limited liability partnership under those laws.

     "Individual" means a natural person.

     "Limited liability partnership" means a partnership that has filed a statement of qualification under section 425-152 and does not have a similar statement in effect in any other jurisdiction.

     "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under section 425-109, a predecessor law, or comparable law of another jurisdiction.

     "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.

     "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

     "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.

     "Person" includes any individual or entity.

     "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein.

     "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States.

     "Statement" means a registration or annual statement filed under section 425-1, a statement of correction filed under section 425-1.7, a statement of change filed under section 425-7, a statement of dissolution filed under section 425-9, a statement of denial filed under section 425-115, a statement of dissociation filed under section 425-136, a statement of qualification under section 425-153, a statement of foreign qualification under section 425-158, an amendment, or any other document filed under this chapter.

     "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. [L 1999, c 284, pt of §1; am L 2000, c 218, §3; am L 2004, c 121, §28; am L 2006, c 184, §18]

 

Case Notes

 

  Purported intent set out in plaintiff's declaration to promote a romantic and/or anticipated marital relationship, although including financial decisions, did not constitute an intent to create a partnership.  129 H. 507 (App.), 304 P.3d 648 (2013).

 

 

Notes of Decisions
Cited in 7 cases (1 in the last 5 years), 1989–2021 · leading case: Fujimoto v. Au, 19 P.3d 699 (Haw. 2001).
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Fujimoto v. Au, 19 P.3d 699 (Haw. 2001). · cites it 8× “” In 1999, the legislature enacted a revised Uniform Partnership Act, effective July 1, 2000, by repealing the former HRS §§ 425-101 through *145 425-143 and replacing them with revised provisions, see HRS §§ 425-101 through 425-144 (Supp.2000).”
TSA Int'l Ltd. v. Shimizu Corp., 990 P.2d 713 (Haw. 1999). · cites it 2× “4 See generally HRS §§ 425-101 through 425-143. With regard to the nature of the duties owed by partners to the partnership, HRS § 425-121(1) (1993) provides: Partner accountable as a fiduciary.”
Mroz v. Hoaloha Na Eha, Inc., 410 F. Supp. 2d 919 (D. Haw. 2005). · cites it 2× “B) Analysis 1) Count 1 — Breach of Fiduciary Duty Based on Partnership Law Under Hawaii law, “the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.” Haw.Rev. Stat. §…”
Simmons v. Samulewicz, 304 P.3d 648 (Haw. App. 2013). “On appeal, Simmons does not raise any point of error or argue that his contract claims are based on an alleged agreement to create a trust, and therefore, we address the question whether the contract claims can go forward based on an alleged partnership agreement, as addressed…”
Alaska Cont'l Bank v. Anchorage Com. Land Assocs., 781 P.2d 562 (Alaska 1989). “The provisions of the Uniform Partnership Act ("UPA"), HRS §§ 425-101 to 425-143, also apply to limited partnerships to the extent they do not conflict with the ULPA.”
Swan v. Tanjuakio (D. Haw. 2021). · cites it 2× “(quoting HRS § 425-101). “‘There are no specific indices of partnership, although an agreement to share in the profits and losses of a business is weighty evidence thereof.”
Field v. Hinahara, 88 F. Supp. 3d 1175 (D. Haw. 2015). · cites it 2× “Trustee contends that knowledge imputed to the partnership is also then necessarily imputed to the individual partners — imputation to all partners follows from the nature and definition of a partnership, which HRS § 425-101 defines as “an association of two or more persons to…”
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