Title 23A, Other Business Entities

[§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 the duty of care imposed by subsections (b) and (c). (b) A member's duty of …

[§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 accounting as to the company's business, to enforce: (1) The member's rights under the operating agreement; (…

[§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 the members and managers remain the same as they were at t…

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 in a limited liability company is personal prop…

[§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 the transferee to receive, to the extent transferred, only the distributions to which the t…

§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…

[§428-504] 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 that the distributional interest of the judgment debtor be used to satisfy the judgment. The court …

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 the member's express will to withdraw upon the date 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 member's dissociation from a limited liability company is wrongful only if: (1) …

§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 to be purchased under part VII; and (2) In a company having a specified term…

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 determined as of t…

§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 the fair value of the interest, considering among other relev…

[§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 member dissociates from the company, the company, including…

[§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 of the company and that the member is dissociated from the company. (b) For the purposes of sections 4…

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 event specified in the o…

[§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 time after the dissolution of a limited liability company and befor…

§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, …

[§428-804] 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 business; or (2) Would have bound the company under sec…

§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…

[§428-806] 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 members who are creditors. Any surplus …

§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…

§428-809 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 law; (2) File its annual report for a period of two years pursuant to section …

§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: (1) Recite t…

[§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 or reasons for denial. (b) The company may appeal the d…

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…

§428-902.5 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: (1) The domestic limited liability company acts on and its members a…

§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: (1) The converting entity shall continue to exist without interruption, but in the organizational form of the converted entity; (2) All rights, title, and interest in all real estate and other property owned by t…

§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: (1) The separate existence of each entity that is a party to the merger, other than the surviving entity, terminates; (2) All property owned by each of the entities that are parties to the merger vests in the surviving en…

[§429-1] Definitions. As used in this chapter: "Member" means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the no…

[§429-10] Appointment of agent to receive service of process. (a) A nonprofit association may file in the office of the registrar of the land court or in the bureau of conveyances a statement appointing an agent authorized to receive service of process. (b) A statement appointing…

[§429-11] Claim not abated by change. A claim for relief against a nonprofit association shall not abate merely because of a change in its members or persons authorized to manage the affairs of the nonprofit association. [L 1999, c 161, pt of §1]

[§429-12] Venue. For purposes of venue, a nonprofit association shall be a resident of the county in which it has an office. [L 1999, c 161, pt of §1]

[§429-13] Summons and complaint; service on whom. In an action or proceeding against a nonprofit association, a summons and complaint shall be served on the agent authorized by appointment to receive service of process, the officer, managing or general agent, or the person author…

[§429-2] Supplementary general principles of law and equity. Principles of law and equity supplement this chapter unless displaced by a particular provision of it. [L 1999, c 161, pt of §1]

[§429-3] Territorial application. Real and personal property in this State may be acquired, held, encumbered, and transferred by a nonprofit association, whether or not the nonprofit association or a member has any other relationship to this State. [L 1999, c 161, pt of §1]

[§429-4] Real and personal property; nonprofit association as legatee, devisee, or beneficiary. (a) A nonprofit association shall be a legal entity separate from its members for the purposes of acquiring, holding, encumbering, and transferring real and personal property. (b) A no…

§429-5 Statement of authority as to real property. (a) A nonprofit association may execute and record a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association. (b) An estate or interest in real property in the name of a …

[§429-6] Liability in contract and tort. (a) A nonprofit association shall be a legal entity separate from its members for the purposes of determining and enforcing rights, duties, and liabilities in contract and tort. (b) A person shall not be liable for a breach of a nonprofit …

[§429-7] Capacity to assert and defend; standing. (a) A nonprofit association, in its name, may institute, defend, intervene, or participate in a judicial, administrative, or other governmental proceeding or in an arbitration, mediation, or any other form of alternative dispute r…

[§429-8] Effect of judgment or order. A judgment or order against a nonprofit association shall not by itself be a judgment or order against a member or a person authorized to participate in the management of the affairs of the nonprofit association. [L 1999, c 161, pt of §1]