reglab/housing_qa huggingface dataset:
HI Rev Stat § 428-103 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-103 Effect of operating agreement; nonwaivable provisions.

  §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 relations among the members, managers, and company. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.  (b) The operating agreement may not:  (1) Unreasonably restrict a right to information or access to records under section 428-408;  (2) Eliminate the duty of loyalty under section 428-409(b) or 428-603(b)(3), but the agreement may:  (A) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and  (B) Specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;  (3) Unreasonably reduce the duty of care under section 428-409(c) or 428-603(b)(3);  (4) Eliminate the obligation of good faith and fair dealing under section 428-409(d), but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;  (5) Vary the right to expel a member in an event specified in section 428-601(5);  (6) Vary the requirement to wind up the limited liability company's business in a case specified in section 428-801(3) or 428-801(4); or  (7) Restrict rights of third parties under this chapter, other than managers, members, or their transferees. [L 1996, c 92, pt of §1; am L 1999, c 164, §2; am L 2004, c 121, §44]
HI Rev Stat § 428-104 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-104 Supplemental principles of law.

  §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 interest arises under this chapter and the rate is not specified, the rate is that specified in section 478-2. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-105 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-105 Name.

  §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 must be letters of the English alphabet.  (b) Except as authorized by subsections (c) and (d), the name of a limited liability company shall not be the same as, or substantially identical to:  (1) The name of any domestic corporation, partnership, limited partnership, limited liability company, or limited liability partnership existing or registered under the laws of this State;  (2) The name of any foreign corporation, partnership, limited partnership, limited liability company, or limited liability partnership authorized to transact business in this State;  (3) A name the exclusive right to which is reserved under the laws of this State;  (4) A fictitious name approved under section 428-1005 for a foreign limited liability company authorized to transact business in this State because its real name is unavailable; or  (5) Any trade name, trademark, or service mark registered in this State.  (c) A limited liability company may apply to the director for authorization to use a name that, upon the records of the department, is the same as, or is substantially identical to, one or more of the names described in subsection (b). The director may authorize use of a substantially identical name applied for if:  (1) The present user, registrant, or owner of a reserved or registered name consents in writing to the use and registration of the name, and one or more words are added by the applicant to make the name distinguishable from the name on record; or  (2) The applicant delivers to the director a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.  (d) A limited liability company may use the name, including a fictitious name, of another domestic or foreign entity which is used in this State if the other entity is organized or authorized to transact business in this State and the company proposing to use the name has:  (1) Merged with the other entity; or  (2) Been formed by reorganization with the other entity. [L 1996, c 92, pt of §1; am L 1999, c 249, §31; am L 2000, c 219, §69; am L 2001, c 129, §88; am L 2012, c 58, §19]
HI Rev Stat § 428-105.5 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-105.5 Administrative order of abatement for infringement of limited liability company name.

  §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 corporation, partnership, limited partnership, limited liability partnership, or limited liability company existing under the laws of this State, or any foreign corporation, partnership, limited partnership, limited liability partnership, or foreign limited liability company authorized to transact business in the State is substantially identical to, or confusingly similar with, its name may file a petition with the director for an administrative order of abatement to address the infringement of its name. The petition shall set forth the facts and authority that support the petitioner's claim that further use of the name should be abated. The petitioner, at the petitioner's expense, shall notify the registrant of the hearing and the registrant shall be given an opportunity to address the petition at a full hearing. The notice shall be made and the hearing held in accordance with the contested case provisions of chapter 91.  (b) In addition to any other remedy or sanction allowed by law, the order of abatement may:  (1) Allow the entity to retain its registered name, but:  (A) Require the entity to register a new trade name with the director; and  (B) Require the entity to conduct business in this State under this new trade name; or  (2) (A) Require the entity to change its registered name;  (B) Require the entity to register the new name with the director; and  (C) Require the entity to conduct business in this State under its new name. If an entity fails to comply with the order of abatement within sixty days, the director may involuntarily dissolve or terminate the entity, or cancel or revoke the entity's registration or certificate of authority, after the time to appeal has lapsed and no appeal has been timely filed. The director shall mail notice of the dissolution, termination, or cancellation to the entity at its last known mailing address. The entity shall wind up its affairs in accordance with chapter 414, 414D, 415A, 425, 425E, or 428, as applicable.  (c) Any person aggrieved by the director's order under this section may obtain judicial review in accordance with chapter 91 by filing a notice of appeal within thirty days after the issuance of the director's order. The trial by the circuit court of any such proceeding shall be de novo. Review of any final judgment of the circuit court under this section shall be governed by chapter 602. [L 1999, c 250, §6; am L 2002, c 40, §65; am L 2003, c 210, §9]
HI Rev Stat § 428-106 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-106 Reserved name.

  §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 application to the director for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the director finds that the name applied for is available, it shall be reserved for the applicant's exclusive use for a one hundred twenty-day period from the date of filing.  (b) The owner of a name so reserved may transfer the reservation to another person by delivering to the director a signed notice of the transfer which states the name and address of the transferee. [L 1996, c 92, pt of §1; am L 2001, c 129, §89]
HI Rev Stat § 428-107 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-107 Registered agent.

  §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:  (1) An individual who resides in this State;  (2) A domestic entity authorized to transact business in this State; or  (3) A foreign entity authorized to transact business in this State. [L 1996, c 92, pt of §1; am L 2003, c 124, §70; am L 2009, c 55, §52]
HI Rev Stat § 428-108 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-108 Change of registered agent.

  §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 organization, the agent shall comply with the requirements of section 425R-8 or 425R-9, whichever is applicable. [L 1996, c 92, pt of §1; am L 2002, c 130, §102; am L 2009, c 55, §53]
HI Rev Stat § 428-109 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-109 Resignation of registered agent.

  §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 124, §71; am L 2009, c 55, §54]
HI Rev Stat § 428-110 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-110 Service of process.

  §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 agent, manager, if the company is manager-managed, or upon any member if the company is member-managed, who is found within the jurisdiction of the court, officer, or board; or if any registered agent, manager, or member cannot be found, upon any person who is found in charge of the property, business, or office of the company within the jurisdiction of the court, officer, or board.  (b) If no manager, member, or other person in charge of the property, business, or office of the limited liability company can be found within the State, and the limited liability company has not filed with the director pursuant to this chapter, the name of a registered agent upon whom legal notice and process from the courts of the State may be served, or the person named is not found within the State, service may be made upon the limited liability company by registered or certified mail, return receipt requested, addressed to the limited liability company at its principal office.  (c) Service by registered or certified mail is perfected at the earliest of:  (1) The date the company receives the mail;  (2) The date shown on the return receipt, if signed on behalf of the company; or  (3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.  (d) Nothing contained herein shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a limited liability company or foreign limited liability company in any other manner permitted by law. [L 1996, c 92, pt of §1; am L 2001, c 129, §90; am L 2003, c 124, §72; am L 2006, c 184, §33]
HI Rev Stat § 428-111 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-111 Nature of business and powers.

  §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 company has the same powers as an individual to do all things necessary or convenient to carry on its business or affairs, including power to:  (1) Sue and be sued, and defend in its company name;  (2) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located;  (3) Sell, convey, mortgage, grant a security interest in, lease, exchange, and otherwise encumber or dispose of all or any part of its property;  (4) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, grant a security interest in, or otherwise dispose of and deal in and with, shares or other interests in or obligations of any other entity;  (5) Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the limited liability company, and secure any of its obligations by a mortgage on or a security interest in any of its property, franchises, or income;  (6) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;  (7) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;  (8) Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this State;  (9) Elect managers and appoint officers, employees, and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit;  (10) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former members, managers, officers, employees, and agents;  (11) Make donations for the public welfare or for charitable, scientific, or educational purposes; and  (12) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business of the limited liability company. [L 1996, c 92, pt of §1; am L 1999, c 164, §3]
HI Rev Stat § 428-201 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-201 Limited liability company as legal entity.

  §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]
HI Rev Stat § 428-202 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-202 Organization.

 §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 office of the director for filing.  (b) The existence of a limited liability company begins when the articles of organization are filed.  (c) The filing of the articles of organization by the director is conclusive proof that the organizers satisfied all conditions precedent to the creation of the organization. [L 1996, c 92, pt of §1; am L 1997, c 4, §1]
HI Rev Stat § 428-203 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-203 Articles of organization.

  §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 company's initial principal office and the information required by section 425R-4(a);  (3) The name and address of each organizer;  (4) Whether the duration of the company is for a specified term and, if so, the period specified;  (5) Whether the company is to be manager-managed, and:  (A) If so, the name and address of each initial manager, and the number of initial members; or  (B) If not, the name and address of each initial member; and  (6) Whether the members of the company are to be liable for its debts and obligations under section 428-303(c).  (b) Articles of organization of a limited liability company may set forth:  (1) Provisions permitted to be set forth in an operating agreement; or  (2) Other matters not inconsistent with law.  (c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of section 428-103(b). As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:  (1) The operating agreement controls as to managers, members, and members' transferees; and  (2) The articles of organization control as to persons other than managers, members, and their transferees who rely on the articles to their detriment.  (d) The duration of a limited liability company is at-will unless a term for its duration is specified in its articles of organization. [L 1996, c 92, pt of §1; am L 2000, c 219, §70; am L 2002, c 130, §104; am L 2009, c 55, §55]
HI Rev Stat § 428-204 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-204 Articles of amendment.

  §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 in original articles of organization at the time of making the amendment. The articles of amendment shall be delivered to the director for filing and shall set forth:  (1) The name of the limited liability company; and  (2) The amendment to the articles of organization, referencing specifically the provisions being amended. [L 1996, c 92, pt of §1; am L 2000, c 219, §71]
HI Rev Stat § 428-204.5 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-204.5 Amended and restated articles of organization.

  §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 restated articles of organization shall set forth:  (1) All of the operative provisions of the articles of organization as therefore amended;  (2) The information required by section 428-204; and  (3) A statement that the amended and restated articles of organization supersede the original articles of organization and all amendments thereto.  (c) The amended and restated articles of organization shall be delivered to the director for filing. The director may certify the amended and restated articles of organization as the articles of organization currently in effect, without including the information required to be filed by subsection (b)(2) and (3). [L 1999, c 164, §1; am L 2000, c 219, §72]
HI Rev Stat § 428-204.6 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-204.6 Restated articles of organization.

  §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 forth all of the operative provisions of the articles of organization as amended, together with a statement that the restated articles of organization correctly set forth without change the corresponding provisions of the articles of organization as amended, and that the restated articles of organization supersede the original articles of organization and all amendments thereto.  (c) The restated articles of organization shall be delivered to the director for filing. The director may certify the restated articles of organization currently in effect, without including the information required to be filed by subsection (b). [L 2000, c 219, §1]
HI Rev Stat § 428-205 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-205 Signing of records.

 §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:  (1) Manager of a manager-managed company or, in the case of a foreign limited liability company, a person who is authorized or required to sign a record under the laws of its jurisdiction of organization;  (2) Member of a member-managed company or, in the case of a foreign limited liability company, a person who is authorized or required to sign a record under the laws of its jurisdiction of organization;  (3) Person organizing the company, if the company has not been formed; or  (4) Fiduciary, if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary.  (b) The signer of a record to be filed under subsection (a) may do so as an attorney-in-fact by stating beneath or opposite the signature the name of the person for whom the signer is the attorney-in-fact. The power of attorney need not be filed with the record. [L 1996, c 92, pt of §1; am L 2001, c 129, §91; am L 2012, c 58, §20; am L 2012, c 58, §20]