reglab/housing_qa huggingface dataset:
HI Rev Stat § 428-501 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-501 Member's distributional interest.

  §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 property and, subject to sections 428-502 and 428-503, may be transferred in whole or in part.  (c) An operating agreement may provide that a distributional interest may be evidenced by a certificate of the interest issued by the limited liability company and, subject to section 428-503, may also provide for the transfer of any interest represented by the certificate. [L 1996, c 92, pt of §1] Case Notes  Where plaintiff was not an owner of the Haina Mill property nor was plaintiff an owner of any other property or assets of the limited liability companies, plaintiff lacked standing to pursue certain amended counts because each claim sought to recover losses by, or other damages to, the limited liability companies, and the claims did not assert that plaintiff, as an individual, suffered an injury in fact as a result of defendants' allegedly wrongful actions. Whether further amendment of certain counts would still be futile even after plaintiff added allegations regarding harm to plaintiff's distributional interests, discussed. 23 F. Supp. 3d 1152 (2014).
HI Rev Stat § 428-502 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-502 Transfer of 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 the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled. A member ceases to be a member upon transfer of all of the member's distributional interest, other than a transfer for security purposes, or a court order charging the member's distributional interest, which has not been foreclosed. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-503 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-503 Rights of a transferee.

  §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 the other members consent.  (b) A transferee who has become a member, to the extent transferred, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement of a limited liability company and this chapter. A transferee who becomes a member also is liable for the transferor member's obligations to make contributions under section 428-402 and for obligations under section 428-407 to return unlawful distributions; provided that the transferee shall not be obligated for the transferor member's liabilities unknown to the transferee at the time the transferee becomes a member and shall not be personally liable for any obligation of the company incurred before the transferee's admission as a member.  (c) Regardless of whether a transferee of a distributional interest becomes a member under subsection (a), the transferor shall not be released from liability to the limited liability company under the operating agreement or this chapter.  (d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business, require access to information concerning the company's transactions, or inspect or copy any of the company's records.  (e) A transferee who does not become a member is entitled to:  (1) Receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;  (2) Receive, upon dissolution and winding up of the limited liability company's business:  (A) In accordance with the transfer, the net amount otherwise distributable to the transferor; and  (B) A statement of account only from the date of the latest statement of account agreed to by all the members; and  (3) Seek under section 428-801(5), a judicial determination that it is equitable to dissolve and wind up the company's business.  (f) A limited liability company need not give effect to a transfer until the company has notice of the transfer. [L 1996, c 92, pt of §1; am L 1999, c 164, §5]
HI Rev Stat § 428-504 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-504 Rights of creditors.

  §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 may appoint a receiver to carry out the provisions of the charging order.  (b) A charging order constitutes a lien on the judgment debtor's distributional interest. The court may order a foreclosure of a lien on a distributional interest subject to the charging order at any time. A purchaser at the foreclosure sale has the rights of a transferee.  (c) At any time before foreclosure, a distributional interest in a limited liability company which is charged may be redeemed:  (1) By the judgment debtor;  (2) With property other than the company's property, by one or more of the other members; or  (3) With the company's property, but only if permitted by the operating agreement.  (d) This chapter does not affect a member's right under exemption laws with respect to the member's distributional interest in a limited liability company.  (e) This section provides the exclusive remedy by which a judgment creditor of a member or a transferee may satisfy a judgment out of the judgment debtor's distributional interest in a limited liability company. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-602 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-602 Member's power to dissociate; wrongful dissociation.

  §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) It is in breach of an express provision of the operating agreement; or  (2) Before the expiration of the term of a company having a specified term:  (A) The member withdraws by express will;  (B) The member is expelled by judicial determination under section 428-601(5);  (C) The member is dissociated by becoming a debtor in bankruptcy; or  (D) In the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it wilfully dissolved or terminated its existence.  (c) A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members.  (d) If a limited liability company does not dissolve and wind up its business as a result of a member's wrongful dissociation under subsection (b), damages sustained by the company for the wrongful dissociation shall be offset against distributions otherwise due the member after the dissociation. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-603 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-603 Effect of a member's dissociation.

  §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:  (A) If the company dissolves and winds up its business on or before the expiration of its specified term, part VIII applies to determine the dissociated member's rights to distributions; and  (B) If the company does not dissolve and wind up its business on or before the expiration of its specified term, the company must cause the dissociated member's distributional interest to be purchased under part VII on the date of the expiration of the term specified at the time of the member's dissociation.  (b) Upon a member's dissociation from a limited liability company:  (1) The member's right to participate in the management and conduct of the company's business terminates, except as provided in section 428-803, and the member ceases to be a member and is treated the same as a transferee;  (2) The member's duty of loyalty under section 428-409(b)(3) terminates; and  (3) The member's duty of loyalty under section 428-409(b)(1) and (2) and duty of care under section 428-409(c) continue only with regard to matters arising and events occurring prior to the member's dissociation, unless the member participates in winding up the company's business pursuant to section 428-803. [L 1996, c 92, pt of §1; am L 1999, c 164, §6]
HI Rev Stat § 428-701 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-701 Company purchase of distributional interest.

  §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 the date of the member's dissociation if the member's dissociation does not result in a dissolution and winding up of the company's business under section 428-801; or  (2) A company having a specified term for its fair value determined as of the date of the expiration of the specified term that existed on the member's dissociation if the expiration of the specified term does not result in a dissolution and winding up of the company's business under section 428-801.  (b) A limited liability company shall deliver a purchase offer to the dissociated member whose distributional interest is entitled to be purchased no later than thirty days after the date determined under subsection (a). The purchase offer shall be accompanied by:  (1) A statement of the company's assets and liabilities as of the date determined under subsection (a);  (2) The latest available balance sheet and income statement, if any; and  (3) An explanation of how the estimated amount of the payment was calculated.  (c) If the price and other terms of a purchase of a distributional interest are fixed or are to be determined by the operating agreement, the price and terms so fixed or determined govern the purchase unless the purchaser defaults. In that case the dissociated member is entitled to commence a proceeding to have the company dissolved under section 428-801(4).  (d) If an agreement to purchase the distributional interest is not made within one hundred twenty days after the date determined under subsection (a), the dissociated member, within another one hundred twenty days, may commence a proceeding against the limited liability company to enforce the purchase. The company at its expense shall notify in writing all of the remaining members, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive.  (e) The court shall determine the fair value of the distributional interest in accordance with the standards set forth in section 428-702 together with the terms for the purchase. Upon making these determinations, the court shall order the limited liability company to purchase or cause the purchase of the interest.  (f) Damages for wrongful dissociation under section 428-602(b), and all other amounts owed, whether or not currently due, from the dissociated member to a limited liability company, shall be offset against the purchase price. [L 1996, c 92, pt of §1; am L 1999, c 164, §7]
HI Rev Stat § 428-702 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-702 Court action to determine fair value of distributional interest.

  §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 relevant evidence the going concern value of the company, any agreement among some or all of the members fixing the price, or specifying a formula for determining the value of distributional interests for any purpose, the recommendations of any appraiser appointed by the court, and any legal constraints on the company's ability to purchase the interest;  (2) Specify the terms of the purchase, including if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the company's other creditors, security for a deferred purchase price, and a covenant not to compete or other restrictions on a dissociated member; and  (3) Require the dissociated member to deliver an assignment of the interest to the purchaser upon receipt of the purchase price or the first installment of the purchase price.  (b) After an order to purchase is entered, a party may petition the court to modify the terms of the purchase and the court may do so if it finds that changes in the financial or legal ability of the limited liability company or other purchaser to complete the purchase justify a modification.  (c) After the dissociated member delivers the assignment, the dissociated member shall have no further claim against the company, or its members, officers, or managers, if any, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the company or the remaining members that is not terminated by the court.  (d) If the purchase is not completed in accordance with the specified terms, the company is to be dissolved upon application under section 428-801(4)(D). If a limited liability company is so dissolved, the dissociated member shall have the same rights and priorities in the company's assets as if the sale had not been ordered.  (e) If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or not in good faith, it may award one or more other parties their reasonable expenses, including attorney's fees and the expenses of appraisers or other experts, incurred in the proceeding. The finding may be based on the company's failure to make an offer to pay or to comply with section 428-701(b).  (f) Interest shall be paid on the amount awarded from the date determined under section 428-701(a) to the date of payment. [L 1996, c 92, pt of §1; am L 1999, c 164, §8]
HI Rev Stat § 428-703 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-703 Dissociated member's power to bind the limited liability company.

  §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 a surviving company under part IX, shall be bound by an act of the dissociated member which would have bound the company under section 428-301 before dissociation only if at the time of entering into the transaction the other party:  (1) Reasonably believed that the dissociated member was then a member;  (2) Did not have notice of the member's dissociation; and  (3) Is not deemed to have had notice under section 428-704. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-704 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-704 Statement of dissociation.

  §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 428-301 and 428-703, a person not a member is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-801 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-801 Events causing dissolution and winding up of 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 operating agreement;  (2) Consent of the number or percentage of members specified in the operating agreement;  (3) An event that makes it unlawful for all or substantially all of the business of the company to be continued; provided that any cure of illegality within ninety days after notice to the company of the event shall be effective retroactively to the date of the event for purposes of this section;  (4) On application by a member or a dissociated member, upon entry of a judicial decree that:  (A) The economic purpose of the company is likely to be unreasonably frustrated;  (B) Another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member;  (C) It is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement;  (D) The company failed to purchase the petitioner's distributional interest as required by section 428-701; or  (E) The managers or members in control of the company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner; or  (5) On application by a transferee of a member's interest, a judicial determination that it is equitable to wind up the company's business:  (A) After the expiration of the specified term, if the company was for a specified term at the time the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer; or  (B) At any time, if the company was at-will at the time the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer. [L 1996, c 92, pt of §1; am L 1999, c 164, §9]
HI Rev Stat § 428-802 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-802 Limited liability company continues after dissolution.

  §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 before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case:  (1) The limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and  (2) The rights of a third party accruing under section 428-804(a) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected. [L 1996, c 92, pt of §1]
HI Rev Stat § 428-803 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-803 Right to wind up the limited liability company's business.

  §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, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up.  (b) A legal representative of the last surviving member may wind up a limited liability company's business.  (c) A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to section 428-806, settle disputes by mediation or arbitration, and perform other necessary acts and may publish notice of intent to terminate as provided in section 428-808. [L 1996, c 92, pt of §1; am L 2001, c 129, §95]
HI Rev Stat § 428-804 (2021)
2021 Hawaii Revised Statutes|Title 23A. Other Business Entities|428. Uniform Limited Liability Company Act|428-804 Member's or manager's power and liability as agent after dissolution.

  §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 section 428-301 before dissolution if the other party to the transaction did not have notice of the dissolution.  (b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability. [L 1996, c 92, pt of §1]