Chapter 428 — Chapter 428

§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 the director for filing. The application shall set forth: (b) A foreign limited …

§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 obtain or maintain a certificate of authority to transact business in this State, sha…

§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 the manner provided in subsection (b) if: (b) The director may not revoke a certificate of …

§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 not terminate the authority of the director to accept service of process on the c…

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 a foreign limited liability company, the term includes all records serving a s…

§428-1010 REPEALED. L 2003, c 124, §106.

§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 affairs of the company and the conduct of its business, and to govern rel…

§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 "Ltd.", and "company" may be abbreviated as "Co.". The letters in the name of a limited liability company mus…

§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 name of another domestic cor…

§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 fictitious name for a foreign limited liability company whose company name is not available, by delivering an applicat…

§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 registered agent, who shall have a business address in this State and may be:

§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. (b) If a registered agent changes its name, its address or its type or jurisdiction of…

§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 section 425R-10. [L 1996, c 92, pt of §1; am L 2002, c 130, §103; am L 2003, c …

§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, judicial or administrative officer, or board, may be made in the manner provided by law upon any registered age…

§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 regulating business. (b) Unless its articles of organization provide otherwise, a limited liability co…

§428-1202 REPEALED. L 1999, c 164, §11.

§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 manager of any limited liability company or foreign limited liability company subject to this cha…

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: (b) All fees collected under this section shall be managed in accordance with section 26-9(l). [L 1996, c 92, p…

§428-203 Articles of organization. (a) Articles of organization of a limited liability company shall set forth: (b) Articles of organization of a limited liability company may set forth: (c) Articles of organization of a limited liability company may not vary the nonwaivable prov…

§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 desired, so long as its articles of organization as amended contain only those provisions which may be lawfully contained…

§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 sections 428-204 and 428-204.6. (b) Upon its adoption, the amended and res…

§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 of the director shall be certified and signed by a: (b) The signer of a record to be filed under subsection (a) may do …

§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 erroneous statement or was defectively certified or signed. (b) A record is corrected: (c) Articles …

§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 an annual report that sets forth: (b) The annual report shall be filed within the time peri…

§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 by the member's death, disability, or other inability to perform personally. If a me…

§428-404 Management of the limited liability company. (a) In a member-managed limited liability company: (b) In a manager-managed limited liability company: (c) The only matters of a limited liability company's business that require the consent of all the members are: (d) Action …

§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 gives the transferee such a right in accordance with authority described in the operating agreement or all of…

§428-603 Effect of a member's dissociation. (a) Upon a member's dissociation from a limited liability company: (b) Upon a member's dissociation from a limited liability company:

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: (b) A limited liability company shall deliver a purchase offer to the dissocia…

§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: (b) After an order to purchase is entered, a party may petition the court t…

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:

§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 of any member, member's legal representative, …

§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 and discharged, or adequate provision has been made therefor, and all remaining property and assets…

§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 dissolved limited liability company shall notify its known claimants…

§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 the company to present them in accordance with th…

§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 terminated. Before the director declares a limited liabil…

§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 of termination. The application shall: (b) Within t…

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 414, a predecessor law, or comparable law of another j…

§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 of the state or country under the laws of which it is organized, and the foreign entity shall be the surviving enti…

§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 if: (b) Any foreign limited liability company or other entity may adopt …

§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 executed by an officer or other duly authorized representative of the converting entity and shall set …

§428-903 Effect of conversion. When a conversion becomes effective:

§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 with one or more limited liability companies or other business entities formed or organized under the laws of this …

§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 shall be signed on behalf of each limited liability company and each other entity that is a part…

§428-906 Effect of merger. (a) When a merger takes effect: (b) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be served, service of process may be mad…

§428-907 REPEALED. L 2004, c 121, §60.