Hawaii Revised Statutes 428. Uniform Limited Liability Company Act

PART I. GENERAL PROVISIONS

• 428-101 Definitions.
  As used in this chapter: "Articles of organization" means initial, amended, and restated articles of organization and articles of merger. In the case of...
• 428-102 Knowledge and Notice.
  (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the...
• 428-103 Effect of Operating Agreement; Nonwaivable Provisions.
  (a) Except as provided in subsection (b), all the members of a limited liability company may enter into an operating agreement to regulate the...
• 428-104 Supplemental Principles of Law.
  (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay...
• 428-105 Name.
  (a) The name of a limited liability company must contain "limited liability company" or the abbreviation "L.L.C." or "LLC". "Limited" may be abbreviated as...
• 428-105.5 Administrative Order of Abatement for Infringement of Limited Liability Company Name.
  (a) Any domestic limited liability company in good standing or foreign limited liability company authorized to do business in this State claiming that the...
• 428-106 Reserved Name.
  (a) A person may reserve the exclusive use of the name of a limited liability company or a foreign limited liability company, including a...
• 428-107 Registered Agent.
  A limited liability company and a foreign limited liability company authorized to transact business in this State shall continuously maintain in this State a...
• 428-108 Change of Registered Agent.
  (a) A limited liability company or a foreign limited liability company may change its registered agent by complying with the requirements of section 425R-7....
• 428-109 Resignation of Registered Agent.
  A registered agent of a domestic or foreign limited liability company may resign from the registered agent's appointment by complying with the requirements of...
• 428-110 Service of Process.
  (a) Service of any notice or process authorized by law that is issued against a domestic or foreign limited liability company by any court,...
• 428-111 Nature of Business and Powers.
  (a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of this State governing or...

PART II. ORGANIZATION

• 428-201 Limited Liability Company As Legal Entity.
  A limited liability company is a legal entity distinct from its members. [L 1996, c 92, pt of §1]
• 428-202 Organization.
  (a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the...
• 428-203 Articles of Organization.
  (a) Articles of organization of a limited liability company shall set forth: (1) The name of the company; (2) The mailing address of the...
• 428-204 Articles of Amendment.
  A limited liability company may amend its articles of organization from time to time, in any and in as many respects as may be...
• 428-204.5 Amended and Restated Articles of Organization.
  (a) A limited liability company may at any time amend and restate its articles of organization by complying with the procedures and requirements of...
• 428-204.6 Restated Articles of Organization.
  (a) A limited liability company may at any time restate its articles of organization as amended. (b) The restated articles of organization shall set...
• 428-205 Signing of Records.
  (a) Except as otherwise provided in this chapter, a record to be filed by or on behalf of a limited liability company in the office...
• 428-206 Filing in Office of Director; Effective Time and Date.
  (a) Articles of organization or any other record authorized to be filed under this chapter shall be in a medium permitted by the director...
• 428-207 Correcting Filed Record.
  (a) A limited liability company or foreign limited liability company may correct a record filed by the director if the record contains a false or...
• 428-208 Liability for False Statement in Filed Record.
  If a record authorized or required to be filed under this chapter contains a false statement, any person who suffers loss by reliance on...
• 428-209 Filing by Judicial Act.
  If a person required by section 428-205, or otherwise by this chapter, to sign a record fails or refuses to do so, any other...
• 428-210 Annual Report.
  (a) Each limited liability company and each foreign limited liability company authorized to transact business in this State shall deliver to the director for filing...

PART III. RELATIONS OF MEMBERS AND MANAGERS TO PERSONS
DEALING WITH THE LIMITED LIABILITY COMPANY

• 428-301 Agency of Members and Managers.
  (a) Subject to the provisions of subsections (b) and (c): (1) Each member is an agent of the limited liability company for the purpose...
• 428-302 Limited Liability Company Liable for Member's or Manager's Actionable Conduct.
  A limited liability company shall be liable for loss or injury caused to any person, or for a penalty incurred, as a result of...
• 428-303 Liability of Members and Managers.
  (a) Except as otherwise provided in subsection (c), the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or...

PART IV. RELATIONS OF MEMBERS TO ONE ANOTHER AND TO THE
LIMITED LIABILITY COMPANY

• 428-401 Form of Contribution.
  The contribution of a member of a limited liability company may consist of tangible or intangible property or other benefit to the company, including...
• 428-402 Member's Liability for Contributions.
  (a) A member's obligation to contribute money, property, or other benefit to, or to perform services for, a limited liability company is not excused...
• 428-403 Member's and Manager's Rights to Payments and Reimbursement.
  (a) A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by...
• 428-404 Management of the Limited Liability Company.
  (a) In a member-managed limited liability company: (1) Each member has equal rights in the management and conduct of the company's business; and (2)...
• 428-405 Sharing of and Right to Distributions.
  (a) Any distributions made by a limited liability company, prior to dissolution and winding up, must be in equal shares. (b) A member has...
• 428-406 Limitations on Distributions.
  (a) A distribution may not be made if: (1) The limited liability company would not be able to pay its debts as they become...
• 428-407 Liability for Unlawful Distributions.
  (a) A member of a member-managed limited liability company or a member or manager of a manager-managed company who votes for or assents to...
• 428-408 Member's Right to Information.
  (a) A limited liability company shall provide members and their agents and attorneys access to any of its records at reasonable locations specified in...
• 428-409 General Standards of Member's and Manager's Conduct.
  (a) The only fiduciary duties a member owes to a member-managed limited liability company and its other members are the duty of loyalty and...
• 428-410 Actions by Members.
  (a) A member may maintain an action against a limited liability company or another member for legal or equitable relief, with or without an...
• 428-411 Continuation of Limited Liability Company After Expiration of Specified Term.
  (a) If a limited liability company that has a specified term is continued after the expiration of the term, the rights and duties of...

PART V. TRANSFEREES AND CREDITORS OF MEMBERS

• 428-501 Member's Distributional Interest.
  (a) A member is not a co-owner of, and has no transferable interest in, property of a limited liability company. (b) A distributional interest...
• 428-502 Transfer of Distributional Interest.
  A transfer of a distributional interest does not entitle the transferee to become or to exercise any rights of a member. A transfer entitles...
• 428-503 Rights of a Transferee.
  (a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor...
• 428-504 Rights of Creditors.
  (a) On application by a judgment creditor of a member of a limited liability company or a member's transferee, a court having jurisdiction may order...

PART VI. MEMBER'S DISSOCIATION

• 428-601 Events Causing a Member's Dissociation.
  A member is dissociated from a limited liability company upon the occurrence of any of the following events: (1) The company's having notice of...
• 428-602 Member's Power to Dissociate; Wrongful Dissociation.
  (a) A member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will. (b) A...
• 428-603 Effect of a Member's Dissociation.
  (a) Upon a member's dissociation from a limited liability company: (1) In an at-will company, the company shall cause the dissociated member's company interest...

PART VII. MEMBER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP

• 428-701 Company Purchase of Distributional Interest.
  (a) A limited liability company shall purchase a distributional interest of a member of: (1) An at-will limited liability company for its fair value...
• 428-702 Court Action to Determine Fair Value of Distributional Interest.
  (a) In an action brought to determine the fair value of a distributional interest in a limited liability company, the court shall: (1) Determine...
• 428-703 Dissociated Member's Power to Bind the Limited Liability Company.
  Provided that the dissociation does not result in a dissolution and winding up of a limited liability company's business, for two years after a...
• 428-704 Statement of Dissociation.
  (a) A dissociated member or a limited liability company may file in the office of the director a statement of dissociation stating the name...

PART VIII. WINDING UP THE COMPANY'S BUSINESS

• 428-801 Events Causing Dissolution and Winding Up of Company's Business.
  A limited liability company is dissolved, and its business shall be wound up, upon the occurrence of any of the following events: (1) An...
• 428-802 Limited Liability Company Continues After Dissolution.
  (a) Subject to subsection (b), a limited liability company continues after dissolution only for the purpose of winding up its business. (b) At any...
• 428-803 Right to Wind Up the Limited Liability Company's Business.
  (a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business; provided that on application...
• 428-804 Member's or Manager's Power and Liability As Agent After Dissolution.
  (a) A limited liability company is bound by a member's or manager's act after dissolution that: (1) Is appropriate for winding up the company's...
• 428-805 Articles of Termination.
  (a) At any time after dissolution and winding up, and when all debts, liabilities, and obligations of the limited liability company have been paid...
• 428-806 Distribution of Assets in Winding Up the Limited Liability Company's Business.
  (a) In winding up a limited liability company's business, the assets of the company shall be used to discharge its obligations to creditors, including...
• 428-807 Known Claims Against Dissolved Limited Liability Company.
  (a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section. (b) A...
• 428-808 Notice; Other Claims Against Dissolved Limited Liability Company.
  (a) A dissolved limited liability company that intends to terminate may publish notice of its intent to terminate and request persons having claims against...
• 428-809 Grounds for Administrative Termination.
  The director may commence a proceeding to terminate a limited liability company administratively if the company fails to: (1) Pay any fees prescribed by...
• 428-810 Procedure for and Effect of Administrative Termination.
  (a) If the director determines that one or more grounds exist to administratively terminate a limited liability company, the director may declare the company...
• 428-811 Reinstatement Following Administrative Termination.
  (a) A limited liability company administratively terminated under section 428-810 may apply to the director for reinstatement within two years after the effective date...
• 428-812 Appeal From Denial of Reinstatement.
  (a) If the director denies a limited liability company's application for reinstatement following administrative dissolution, the director shall notify the company of the reason...

PART IX. CONVERSIONS AND MERGERS

• 428-901 Definitions.
  In this part: "Association" means an association organized under chapter 421 or 421C. "Corporation" means a corporation under the Hawaii Business Corporation Act, chapter...
• 428-901.5 Foreign Mergers.
  (a) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws...
• 428-902 Repealed.
  L 1999, c 280, §24.
• 428-902.5 Conversion Into and From Limited Liability Companies.
  (a) A domestic limited liability company may adopt a plan of conversion and convert to a foreign limited liability company or any other entity...
• 428-902.6 Articles of Conversion.
  (a) If a plan of conversion has been approved in accordance with section 428-902.5 and has not been abandoned, articles of conversion shall be...
• 428-903 Effect of Conversion.
  When a conversion becomes effective: (1) The converting entity shall continue to exist without interruption, but in the organizational form of the converted entity;...
• 428-904 Merger.
  (a) Pursuant to a plan of merger, a domestic or foreign limited liability company may merge with one or more domestic professional corporations, or...
• 428-905 Articles of Merger.
  (a) After a plan of merger is approved in accordance with section 428-904(e), unless the merger is terminated under section 428-904(h), articles of merger...
• 428-906 Effect of Merger.
  (a) When a merger takes effect: (1) The separate existence of each entity that is a party to the merger, other than the surviving...
• 428-907 Repealed.
  L 2004, c 121, §60.
• 428-908 Repealed.
  L 2000, c 219, §84.

PART X. FOREIGN LIMITED LIABILITY COMPANIES

• 428-1001 Law Governing Foreign Limited Liability Companies.
  (a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal...
• 428-1002 Application for Certificate of Authority.
  (a) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to...
• 428-1003 Activities Not Constituting Transacting Business.
  (a) The activities of a foreign limited liability company that do not constitute transacting business in this State within the meaning of this part include:...
• 428-1004 Issuance of Certificate of Authority.
  Unless the director determines that an application for a certificate of authority fails to comply as to form with the filing requirements of this...
• 428-1005 Name of Foreign Limited Liability Company.
  (a) If the name of a foreign limited liability company does not satisfy the requirements of section 428-105(b), (c), and (d), the company, to...
• 428-1005.5 Change of Name by Foreign Limited Liability Company.
  (a) Whenever the name of a foreign limited liability company that is authorized to transact business in this State is changed by an amendment to...
• 428-1006 Revocation of Certificate of Authority.
  (a) A certificate of authority of a foreign limited liability company to transact business in this State may be revoked by the director in...
• 428-1007 Cancellation of Authority.
  (a) A foreign limited liability company may cancel its authority to transact business in this State by obtaining a certificate of cancellation. Cancellation does...
• 428-1008 Effect of Failure to Obtain Certificate of Authority.
  (a) A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has...
• 428-1009 Action by Attorney General.
  The attorney general may maintain an action to restrain a foreign limited liability company from transacting business in this State in violation of this...
• 428-1010 Repealed.
  L 2003, c 124, §106.

PART XI. DERIVATIVE ACTIONS

• 428-1101 Right of Action.
  A member of a limited liability company may maintain an action in the right of the company if the members or managers having authority...
• 428-1102 Proper Plaintiff.
  In a derivative action for a limited liability company, the plaintiff shall be a member of the company when the action is commenced, and:...
• 428-1103 Pleading.
  In a derivative action for a limited liability company, the complaint must set forth with particularity the effort of the plaintiff to secure initiation...
• 428-1104 Expenses.
  If a derivative action for a limited liability company is successful, in whole or in part, or if anything is received by the plaintiff...

PART XII. MISCELLANEOUS PROVISIONS

• 428-1201 Uniformity of Application and Construction.
  This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this...
• 428-1202 Repealed.
  L 1999, c 164, §11.
• 428-1203 Certificates and Certified Copies to Be Received in Evidence.
  All certificates issued by the director in accordance with this chapter, and all copies of records filed in the office of the director in...
• 428-1204 Interrogatories by Director.
  (a) The director may direct to any limited liability company or foreign limited liability company subject to this chapter, and to any member or...

PART XIII. FEES, CHARGES, AND PENALTIES

• 428-1301 Fees.
  (a) The following fees shall be paid to the director upon the filing and issuance of records under this chapter: (1) Articles of organization,...
• 428-1302 Penalties.
  (a) Each limited liability company and foreign limited liability company that fails or refuses to file its annual report for any year within the...

Last modified: October 27, 2016