reglab/housing_qa huggingface dataset:
HI Rev Stat § 428-206 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-206 Filing in office of director; effective time and date.

  §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 and shall be delivered to the office of the director. Unless the director determines that a record fails to comply as to form with the filing requirements of this chapter, and if all filing fees have been paid, the director shall file the record and stamp the word "Filed" and the date of delivery thereof.  (b) Upon request and payment of a fee, the director shall send to the requester a certified copy of the requested record.  (c) Except as otherwise provided in subsection (d) and section 428-207, a record accepted for filing is effective at the time of filing on the date it is filed, as evidenced by the director's date and time endorsement on the original record.  (d) Articles of termination, articles of conversion, and articles of merger may specify a delayed effective time and date, and if so, the record becomes effective at the time and date specified. If a delayed effective date but no time is specified, the record is effective at the close of business on that date. A delayed effective date for a record may not be later than the thirtieth day after the date it is filed.  (e) A specified delayed effective date that is later than the thirtieth day after the record is filed makes the record effective as of the thirtieth day.  (f) A record filed with the director may contain information in addition to that required by this chapter.  (g) If the director has prescribed a mandatory form for a record to be filed, the record must be in or on the prescribed form.  (h) The duty of the director to file records under this chapter is ministerial. The filing or refusal to file a document does not:  (1) Affect or create a presumption as to the validity or invalidity of the record in whole or in part; or  (2) Relate to or create a presumption as to the correctness or incorrectness of information contained in the record. [L 1996, c 92, pt of §1; am L 2003, c 124, §73]
HI Rev Stat § 428-207 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-207 Correcting filed record.

  §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:  (1) By preparing articles of correction that:  (A) Describe the record, including its filing date, or have attached a copy of it to the articles of correction;  (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the certification or signing was defective; and  (C) Correct the incorrect statement or defective certification or signing; and  (2) By delivering the articles of correction to the director for filing.  (c) Articles of correction are effective retroactively to the effective date of the record they correct. However, a person who has relied on the uncorrected record and was adversely affected by the correction is not bound by the correction until the articles of correction are filed. [L 1996, c 92, pt of §1; am L 2001, c 129, §92; am L 2002, c 130, §105]
HI Rev Stat § 428-208 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-208 Liability for false statement in filed record.

  §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 the statement may recover damages for the loss from the person who signed the record or caused another to sign it on the person's behalf and knew the statement to be false at the time the record was signed. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-209 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-209 Filing by judicial act.

  §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 person who is adversely affected by such failure or refusal may petition the circuit court to direct the failing or refusing person to sign the record. If the court finds that it is proper for the record to be signed and that a person so designated has failed or refused to sign the record, it shall authorize another person to sign, on behalf of the person refusing or failing to sign, and to file an appropriate record. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-210 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-210 Annual report.

  §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:  (1) The name of the company and the jurisdiction under whose law it is organized;  (2) The mailing address of the company's principal office and the information required by section 425R-4(a); and  (3) Whether the company is manager-managed, and:  (A) If so, the name and address of each manager, and the number of members; or  (B) If not, the name and address of each member.  (b) The annual report shall be filed within the time periods prescribed in subsections (c) and (d).  (c) Notwithstanding any other provision of this chapter to the contrary, annual reports reflecting the period from January 1, 2002, through December 31, 2002, that would otherwise be required, may be voluntarily filed with the department director if the annual report complies with the requirements of this section.  (d) Effective January 1, 2003, for domestic or foreign limited liability companies whose date of organization or registration in this State falls between:  (1) January 1 and March 31, an annual report shall be filed on or before March 31 of each year and shall reflect the state of the company's affairs as of January 1 of the year when filed;  (2) April 1 and June 30, an annual report shall be filed on or before June 30 of each year and shall reflect the state of the company's affairs as of April 1 of the year when filed;  (3) July 1 and September 30, an annual report shall be filed on or before September 30 of each year and shall reflect the state of the company's affairs as of July 1 of the year when filed; and  (4) October 1 and December 31, an annual report shall be filed on or before December 31 of each year and shall reflect the state of the company's affairs as of October 1 of the year when filed; provided that if a domestic or foreign limited liability company is organized in the same year in which the annual report is due, the domestic or foreign limited liability company shall not be required to file an annual report for that year. Thereafter, the domestic or foreign limited liability company shall comply with the requirements of this section.  (e) If an annual report does not contain the information required in subsection (a), the director shall return the report for correction. If the report is corrected to contain the information required in subsection (a) and delivered to the director within thirty days after the date on which it was mailed to the limited liability company by the director, the report shall be considered to be timely filed. [L 1996, c 92, pt of §1; am L 2000, c 219, §73; am L 2002, c 130, §106; am L 2009, c 55, §56]
HI Rev Stat § 428-301 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-301 Agency of members and managers.

  §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 of its business;  (2) An act of a member, including the signing of an instrument in the company name, for apparently carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company, unless the member had no authority to act for the company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority; and  (3) An act of a member which is not apparently for carrying on in the ordinary course of the company's business or business of the kind carried on by the company binds the company only if the act was authorized by the other members.  (b) Subject to subsection (c), in a manager-managed limited liability company:  (1) A member is not an agent of the company for the purpose of its business solely by reason of being a member;  (2) Each manager is an agent of the company for the purpose of its business;  (3) An act of a manager, including the signing of an instrument in the company name, for apparently carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company, unless the manager had no authority to act for the company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority; and  (4) An act of a manager which is not apparently for carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company only if the act was authorized under section 428-404(b)(2).  (c) Unless the articles of organization limit their authority, any member of a member-managed limited liability company or any manager of a manager-managed company may sign and deliver any instrument transferring or affecting the company's interest in real property. Such an instrument shall be conclusively in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-302 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-302 Limited liability company liable for member's or manager's actionable conduct.

  §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 a wrongful act or omission or other actionable conduct of a member or manager acting in the ordinary course of business of the company or with authority of the company. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-303 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-303 Liability of members and managers.

  §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 otherwise, are solely the debts, obligations, and liabilities of the company. A member or manager shall not be personally liable for any debt, obligation, or liability of the company solely by reason of being or acting as a member or a manager.  (b) The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business shall not be a ground for imposing personal liability on the members or managers for liabilities of the company.  (c) All or specified members of a limited liability company shall be liable in their capacity as members for all or specified debts, obligations, or liabilities of the company if:  (1) A provision to that effect is contained in the articles of organization; and  (2) A member so liable has consented in writing to the adoption of the provision or to be bound by the provision. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-401 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-401 Form of contribution.

  §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 money, promissory notes, services performed, or other obligations to contribute cash or property, or contracts for services to be performed. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-402 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-402 Member's liability for contributions.

  §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 member does not make the required contribution of property or services, the member or the member's executor, as the case may be, is obligated at the option of the company to contribute money equal to that portion of the value of the stated contribution which has not been made.  (b) A creditor of a limited liability company who extends credit or otherwise acts in reliance on an obligation described in subsection (a), and without notice of any compromise under section 428-404(c)(5), may enforce the original obligation. [L 1996, c 92, pt of §1; am L 2001, c 129, §93]
HI Rev Stat § 428-403 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-403 Member's and manager's rights to payments and reimbursement.

  §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 the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.  (b) A limited liability company shall reimburse a member for any advance to the company which exceeds the amount of contribution the member agreed to make.  (c) A payment or advance made by a member which gives rise to an obligation of a limited liability company under subsection (a) or (b) constitutes a loan to the company upon which interest accrues from the date of the payment or advance.  (d) A member is not entitled to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the business of the company. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-405 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-405 Sharing of and right to distributions.

  §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 no right to receive, and may not be required to accept, a distribution in kind.  (c) If a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-406 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-406 Limitations on distributions.

  §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 due in the ordinary course of business; or  (2) The company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those receiving the distribution.  (b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) on financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances or on a fair valuation or other method that is reasonable under the circumstances.  (c) Except as otherwise provided in subsection (e), the effect of a distribution under subsection (a) is measured:  (1) In the case of distribution by purchase, redemption, or other acquisition of a distributional interest in a limited liability company, as of the date money or other property is transferred or debt incurred by the company; and  (2) In all other cases, as of the date the:  (A) Distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization; or  (B) Payment is made if it occurs more than one hundred twenty days after the date of authorization.  (d) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general unsecured creditors.  (e) Indebtedness of a limited liability company, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of determinations under subsection (a) if its terms provide that payment of principal and interest is made only if and to the extent that payment of a distribution to members could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-407 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-407 Liability for unlawful distributions.

  §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 a distribution made in violation of section 428-406, the articles of organization, a written operating agreement, or a signed record is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without violating section 428-406, the articles of organization, a written operating agreement, or a signed record if it is established that the member or manager did not perform the member's or manager's duties in compliance with section 428-409.  (b) A member of a manager-managed limited liability company who knew a distribution was made in violation of section 428-406 is personally liable to the limited liability company, but only to the extent that the distribution received by the member exceeded the amount that could properly have been paid under section 428-406.  (c) A member or manager against whom an action is brought under this section may implead in the action all:  (1) Other members or managers who voted for or assented to the distribution in violation of subsection (a) and may compel contribution from them; and  (2) Members who received a distribution in violation of subsection (b) and may compel contribution from the member in the amount received in violation of subsection (b).  (d) A proceeding under this section is barred unless it is commenced within two years after the distribution. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-408 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-408 Member's right to information.

  §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 the operating agreement. The company shall provide former members and their agents and attorneys access for proper purposes to records pertaining to the period during which they were members. The right of access includes the opportunity to inspect and copy records during ordinary business hours. The company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished.  (b) A limited liability company shall furnish to a member, and to the legal representative of a deceased member or member under legal disability:  (1) Without demand, information concerning the company's business or affairs reasonably required for the proper exercise of the member's rights and performance of the member's duties under the operating agreement or this chapter; and  (2) On demand, other information concerning the company's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.  (c) A member has the right, upon a signed record given to the limited liability company, to obtain at the company's expense a copy of any operating agreement in record form. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-410 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-410 Actions by members.

  §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;  (2) The member's rights under this chapter; and  (3) The rights and otherwise protect the interests of the member, including rights and interests arising independently of the member's relationship to the company.  (b) The accrual, and any time limited for the assertion, of a right of action for a remedy under this section shall be governed by other laws. A right to an accounting upon dissolution and winding up does not revive a claim barred by law. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-411 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-411 Continuation of limited liability company after expiration of specified term.

  §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 the expiration of the term, except to the extent inconsistent with rights and duties of members and managers of an at-will company.  (b) If the members in a member-managed limited liability company or the managers in a manager-managed company continue the business without winding up the business of the company, the company shall continue as an at-will company. [L 1996, c 92, pt of §1]