reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-805 Articles of termination.

§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 of the limited liability company, if any, have been distributed to its members, a limited liability company may terminate its existence by delivering for filing with the director articles of termination stating:
(1) The name of the company;
(2) The dates the notice of intent to terminate was published pursuant to section 428-808 and the name of the newspaper publishing the notice, or a statement that publication was not made;
(3) That all debts, obligations, and liabilities of the limited liability company have been paid and discharged or that adequate provision has been made therefor;
(4) That all of the remaining property and assets of the limited liability company, if any, have been distributed among its members in accordance with their respective rights and interests;
(5) That there are no suits pending against the limited liability company in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit; and
(6) That the company's business has been wound up and the legal existence of the company has been terminated.
(b) The existence of a limited liability company is terminated upon the filing of the articles of termination or upon a later effective date which shall be not later than thirty days after the date of filing of the articles of termination, if specified in the articles of termination. [L 1996, c 92, pt of §1; am L 2000, c 219, §74]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-806 Distribution of assets in winding up the limited liability company's business.

§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 shall be used to pay in money the net amount distributable to members in accordance with their rights to distribution under subsection (b).
(b) Each member is entitled to a distribution upon the winding up of the limited liability company's business consisting of a return of all contributions which have not previously been returned and a distribution of any remainder in equal shares. [L 1996, c 92, pt of §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-807 Known claims against dissolved limited liability company.

§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 in writing of the intent to terminate. The notice shall:
(1) Specify the information required to be included in a claim;
(2) Provide a mailing address where the claim is to be sent;
(3) State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the written notice is received by the claimant; and
(4) State that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met, and:
(1) The claim is not received by the specified deadline; or
(2) In the case of a claim that is timely received but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within ninety days after the receipt of the notice of the rejection.
(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
[L 1996, c 92, pt of §1; am L 2000, c 219, §75]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-808 Notice; other claims against dissolved limited liability company.

§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 the notice.
(b) The notice shall:
(1) Be published at least once in each of four successive weeks (four publications) in a daily or weekly publication of statewide circulation or in separate daily or weekly publications whose combined circulation is statewide;
(2) Describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and
(3) State that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within two years after the later of the last publication date of the notice or the date of filing of the articles of termination.
(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within two years after the later of the last publication date of the notice or the date of filing of the articles of termination:
(1) A claimant who did not receive written notice under section 428-807;
(2) A claimant whose claim was timely sent to the dissolved company but not acted on; and
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim not barred under this section may be enforced:
(1) Against the dissolved limited liability company, to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less; provided that a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member. [L 1996, c 92, pt of §1; am L 2000, c 219, §76; am L 2001, c 129, §96]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-809 Grounds for administrative termination.

§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 428-210;
(3) Appoint and maintain an agent for service of process as required by this part; or
(4) File a statement of a change in the name or business address of the agent as required by this part. [L 1996, c 92, pt of §1; am L 2001, c 129, §97]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-810 Procedure for and effect of administrative termination.

§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 liability company terminated, the director shall mail a notice of the grounds for termination to the company and may give public notice of the intention to terminate the limited liability company.
(b) If the limited liability company does not correct each ground for termination or demonstrate to the reasonable satisfaction of the director that each ground determined by the director does not exist within sixty days after mailing of the notice of intention to terminate the limited liability company, the director shall administratively terminate the company by signing a decree of termination that recites the ground or grounds for termination and its effective date. The decree shall be filed in the director's office.
(c) A limited liability company administratively terminated continues its existence temporarily but may carry on only business necessary to wind up and liquidate its business and affairs under section 428-802 and to notify claimants under section 428-807. The company ceases existence upon the completion of these matters.
(d) The administrative termination of a limited liability company does not terminate the authority of its agent for service of process.
(e) Any manager, member, or creditor of an administratively terminated limited liability company may petition the circuit court to appoint a trustee to settle its affairs. If a trustee is appointed, the trustee shall pay to the State out of any funds that may come into the trustee's possession as trustee, a sum equal to any penalties imposed pursuant to section 428-1302. Up until the time a trustee is appointed by the circuit court, or indefinitely if a trustee is not appointed by the circuit court, the last managers of the limited liability company if the company was manager-managed, or if not manager-managed the last members of the limited liability company, shall be and act as trustees for the creditors and members of the limited liability company with full powers to settle its affairs. [L 1996, c 92, pt of §1; am L 2000, c 219, §77; am L 2008, c 54, §9]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-811 Reinstatement following administrative termination.

§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 the name of the limited liability company and the effective date of its administrative termination;
(2) Contain all reports due and unfiled;
(3) Contain the payment of all delinquent fees and penalties; and
(4) Contain a certificate or other writing from the director of taxation reciting that all taxes owed by the company have been paid, a payment arrangement has been entered into, or the unpaid tax liabilities are being contested in an administrative or judicial appeal with the department of taxation.
(b) Within the applicable reinstatement period, should the name of the limited liability company or a name substantially identical thereto be registered or reserved by another corporation, partnership, limited partnership, limited liability company, or limited liability partnership, or should the name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then reinstatement shall be allowed only upon the registration of a new name by the administratively terminated company pursuant to the amendment provisions of this chapter.
(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative termination and the limited liability company resumes carrying on its business as if the administrative termination had never occurred. [L 1996, c 92, pt of §1; am L 1999, c 164, §10; am L 2006, c 184, §34 and c 235, §21; am L 2012, c 58, §21]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-812 Appeal from denial of reinstatement.

§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 denial of reinstatement to the circuit court within thirty days after the mailing of notification of the denial. The company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the director's decree of termination, the company's application for reinstatement, and the director's notice of denial.
(c) The court may summarily order the director to reinstate the dissolved company or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings. [L 1996, c 92, pt of §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-901 Definitions.

§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 jurisdiction.
"General partner" means a partner in a partnership and a general partner in a limited partnership.
"Limited partner" means a limited partner in a limited partnership.
"Limited partnership" means a limited partnership created under the Uniform Limited Partnership Act, chapter 425E, a predecessor law, or comparable law of another jurisdiction.
"Merger" means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic or foreign entities resulting in either one surviving entity or one new entity.
"Organizing articles" means:
(1) For an association, corporation, or nonprofit corporation, the articles of incorporation;
(2) For a general partnership or limited liability partnership, the registration statement;
(3) For a limited partnership, the certificate of limited partnership; and
(4) For a limited liability company, the articles of organization.
"Other business entity" means a corporation, general partnership, limited partnership, limited liability partnership, or association.
"Other entity" includes a foreign or domestic corporation, whether organized for profit or not, a domestic or foreign partnership, limited partnership, limited liability partnership, or a domestic professional corporation.
"Partner" includes a general partner and a limited partner.
"Partnership" or "general partnership" means a general partnership created under chapter 425, a predecessor law, or comparable law of another jurisdiction.
"Partnership agreement" means an agreement among the partners concerning the partnership or limited partnership.
"Shareholder" means a shareholder in a corporation. [L 1996, c 92, pt of §1; am L 1999, c 280, §12; am L 2002, c 40, §66 and c 41, §22; am L 2003, c 124, §74 and c 210, §10; am L 2004, c 121, §45]
Cross References
Limited liability partnerships, see § §425-151 to 173.
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-901.5 Foreign mergers.

§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 entity, it shall, within sixty days after the merger becomes effective, file with the director a certificate evidencing the merger, duly authenticated by the proper officer of the state or country under the laws of which the statutory merger was effectuated. The certificate evidencing the merger shall be evidence of a change of name if the name of the surviving entity is changed thereby. If the certificate is in a foreign language a translation attested to under oath of the translator shall accompany the certificate.
(b) 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 that entity shall not be the surviving entity, the surviving entity shall, within sixty days after the merger becomes effective, file with the director a certificate evidencing the merger in the form prescribed by subsection (a). [L 2002, c 41, §5; am L 2003, c 124, §75; am L 2004, c 121, §46]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-902.6 Articles of conversion.

§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 forth:
(1) A statement certifying the following:
(A) The name, type of entity, and state or country of incorporation, formation, or organization of the converting and converted entities;
(B) That a plan of conversion has been approved;
(C) That an executed plan of conversion is on file at the principal place of business of the converting entity and stating the address thereof; and
(D) That a copy of the plan of conversion shall be furnished by the converting entity prior to the conversion or by the converted entity after the conversion on written request and without cost, to any member, shareholder, partner, or owner of the converting entity or the converted entity;
(2) If the converting entity is a domestic limited liability company, the total number of authorized votes, and the number voted for and against the plan; and
(3) If the converting entity is a foreign limited liability company or other entity, a statement that the approval of the plan of conversion was duly authorized and complied with the laws under which it was incorporated, formed, or organized.
(b) The articles of conversion shall be delivered to the director. The converted entity, if a domestic corporation, domestic professional corporation, domestic nonprofit corporation, general partnership, limited partnership, or domestic limited liability company shall attach a copy of its respective registration documents with the articles of conversion.
(c) If the director finds that the articles of conversion satisfy the requirements provided by law, and that all required documents are filed, the director, after all fees have been paid shall:
(1) Stamp the articles of conversion and include the date of the filing;
(2) File the document in the director's office; and
(3) Issue a certificate of conversion to the converted entity or its authorized representatives.
[L 1999, c 280, pt of §6; am L 2001, c 129, §99; am L 2009, c 23, §13]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-906 Effect of merger.

§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 entity;
(3) All debts, liabilities, and other obligations of each entity that is a party to the merger become the obligations of the surviving entity;
(4) An action or proceeding pending by or against an entity that is party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and
(5) Except as prohibited by other law, all rights, privileges, immunities, powers, and purposes of every entity that is a party to a merger become vested in the surviving entity.
(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 made upon the surviving entity by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:
(1) The date the surviving entity receives the process, notice, or demand;
(2) The date shown on the return receipt, if signed on behalf of the surviving entity; or
(3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed.
(c) A member of a surviving limited liability company shall be liable for all obligations of a party to the merger for which the member was personally liable prior to the merger.
(d) Unless otherwise agreed, a merger of a limited liability company that is not the surviving entity in the merger shall not require the limited liability company to wind up its business under this chapter or pay its liabilities and distribute its assets pursuant to this chapter. [L 1996, c 92, pt of §1; am L 2002, c 41, §25; am L 2009, c 55, §57]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1001 Law governing foreign limited liability companies.

§428-1001 Law governing foreign limited liability companies.
(a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability of its managers, members, and their transferees.
(b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of another jurisdiction under which the foreign limited liability company is organized and the laws of this State.
(c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State. [L 1996, c 92, pt of §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1002 Application for certificate of authority.

§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:
(1) The name of the foreign limited liability company or, if its name is unavailable for use in this State, a name that satisfies the requirements of section 428-1005;
(2) The name of the state or country under whose law it is organized;
(3) A representation and warranty that a list of the names of and addresses of all members and their respective capital contributions are kept and will be kept at its principal office until cancellation, in accordance with section 428-1007, of the foreign limited liability company's authority to transact business in this State;
(4) The mailing address of its principal office and the information required by section 425R-4(a);
(5) Whether the duration of the company is for a specified term and, if so, the period specified;
(6) Whether the company is manager-managed, and:
(A) If so, the name and address of each manager; or
(B) If not, the name and address of each member;
(7) Whether the members of the company are to be liable for its debts and obligations under a provision similar to section 428-303(c); and
(8) Any additional information as may be necessary or appropriate to enable the director to determine whether the foreign limited liability company is entitled to obtain authority to transact business in this State.
(b) A foreign limited liability company shall deliver with the completed application a certificate of existence or a record of similar import authenticated by the secretary of state or other official having custody of company records in the state or country under whose law it is organized, which certificate shall be dated not earlier than sixty days prior to the filing of the application. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate. [L 1996, c 92, pt of §1; am L 2000, c 219, §79; am L 2002, c 130, §108; am L 2003, c 124, §78; am L 2004, c 121, §49; am L 2007, c 202, §2; am L 2009, c 55, §58]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1003 Activities not constituting transacting business.

§428-1003 Activities not constituting transacting business.
(a) The activities of a foreign limited liability company that do not constitute transacting business in this State within the meaning of this part include:
(1) Maintaining, defending, or settling an action or proceeding;
(2) Holding meetings of its members or managers or carrying on any other activity concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability company's own securities or maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;
(7) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
(9) Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner; or
(10) Transacting business in interstate commerce.
(b) For purposes of this part, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State.
(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under any other law of this State. [L 1996, c 92, pt of §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1004 Issuance of certificate of authority.

§428-1004 Issuance of certificate of authority.
Unless the director determines that an application for a certificate of authority fails to comply as to form with the filing requirements of this chapter, the director, upon payment of all filing fees, shall file the application and issue a certificate of authority and mail it to the limited liability company or its representative. [L 1996, c 92, pt of §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1005 Name of foreign limited liability company.

§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, shall use a fictitious name to transact business in this State if its real name is unavailable.
(b) Except as authorized by subsections (c) and (d), the name, including a fictitious name, of a foreign limited liability company shall not be the same as, or substantially identical to:
(1) The name of any domestic corporation, 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 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) The fictitious name of another foreign limited liability company authorized to transact business in this State; or
(5) Any trade name, trademark, or service mark registered in this State.
(c) A foreign limited liability company may apply to the director for authority to use in this State a name that is the same as, or is substantially identical to, a name 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 name consents in writing to the use of the name, and one or more words are added to make the name distinguishable upon the records of the director from the name of the foreign limited liability company; or
(2) The applicant delivers to the director a certified copy of a final judgment of a court establishing the applicant's right to use the name applied for in this State.
(d) A foreign limited liability company may use in this State the name, including the fictitious name, of another domestic or foreign entity that is used in this State if the other entity is incorporated, organized, or authorized to transact business in this State and the foreign limited liability company:
(1) Has merged with the other entity; or
(2) Has been formed by reorganization of the other entity.
(e) If a foreign limited liability company authorized to transact business in this State changes its name to one that does not satisfy the requirements of section 428-105(b), (c), and (d), it shall not transact business in this State under the name as changed until it adopts a name satisfying the requirements of section 428-105 and obtains an amended certificate of authority. [L 1996, c 92, pt of §1; am L 1999, c 249, §33; am L 2000, c 219, §80; am L 2006, c 184, §36]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1005.5 Change of name by foreign limited liability company.

§428-1005.5 Change of name by foreign limited liability company.
(a) Whenever the name of a foreign limited liability company that is authorized to transact business in this State is changed by an amendment to its articles of organization, the foreign limited liability company, within sixty days after the amendment becomes effective, shall deliver to the department director a certificate evidencing the name change that is duly authenticated by the proper officer of the state or country under the laws of which it is organized. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate.
(b) Whenever a foreign limited liability company that is authorized to transact business in this State changes its name to one that is substantially identical to the name of any business entity or trade name registered in this State, the foreign limited liability company shall not thereafter transact any business in this State until it has changed its name to a name that is available to it under the laws of this State or has otherwise complied with this chapter.
(c) If a foreign limited liability company is unable to change its name to a name that is available to it under the laws of this State, it may deliver to the director a copy of a certificate of registration of a different name as a trade name and thereafter shall become authorized to transact business in this State under that name. [L 2003, c 124, §3]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1006 Revocation of certificate of authority.

§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:
(1) The company fails to:
(A) Pay any fees prescribed by law;
(B) File its annual report for a period of two years pursuant to section 428-210;
(C) Appoint and maintain an agent for service of process as required by this part; or
(D) File a statement of a change in the name or business address of the agent as required by this part; or
(2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record or document submitted by the company pursuant to this part.
(b) The director may not revoke a certificate of authority of a foreign limited liability company unless the director sends the company notice of the revocation, at least sixty days before its effective date, by mailing the notice to the foreign limited liability company at its last known address appearing in the director's records. The notice shall identify the cause for the revocation of the certificate of authority. If the foreign limited liability company does not cure its failure by the date specified in the notice of revocation, the director may issue a certificate of revocation that shall be filed in the office of the director. The authority of the company to transact business in this State shall cease upon the issuance of the certificate of revocation. [L 1996, c 92, pt of §1; am L 2001, c 129, §101; am L 2002, c 130, §109; am L 2003, c 124, §79]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1007 Cancellation of authority.

§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 company for claims for relief arising out of the transactions of business in this State. In order to obtain a certificate of cancellation, the foreign limited liability company shall deliver to the director for filing an application for cancellation, which shall set forth:
(1) The name and jurisdiction of formation or organization of the foreign limited liability company;
(2) A statement that the foreign limited liability company is not transacting business in this State;
(3) A statement that the foreign limited liability company surrenders its authority to transact business in this State;
(4) A statement that the foreign limited liability company revokes the authority of its agent for service of process in this State and consents that the service of process for any claim for relief arising out of the transactions of business in this State may be made on such foreign limited liability company by service upon the director;
(5) The address to which a person may mail a copy of any process against the foreign limited liability company;
(6) The dates the notice of cancellation was published pursuant to subsection (b) and the name of the newspaper publishing the notice, or a statement that publication was not made; and
(7) A statement that all taxes, debts, obligations, and liabilities of the foreign limited liability company in this State have been paid and discharged or that adequate provision has been made therefor.
(b) A foreign limited liability company intending to cancel its authority to transact business in this State may publish notice of its cancellation and request persons having claims against the company to present them in accordance with the notice. The notice shall:
(1) Be published at least once in each of four successive weeks (four publications) in a daily or weekly publication of statewide circulation or in separate daily or weekly publications whose combined circulation is statewide; and
(2) Describe the information required to be contained in a claim and provide a mailing address where the claim may be sent.
(c) After the filing of the application for cancellation, the director shall issue a certificate of cancellation which shall be effective as of the date of the filing of the application for cancellation, and the authority of the foreign limited liability company to transact business in this State shall cease. [L 1996, c 92, pt of §1; am L 1998, c 11, §21; am L 2000, c 219, §81; am L 2001, c 129, §102]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1008 Effect of failure to obtain certificate of authority.

§428-1008 Effect of failure to obtain certificate of authority.
(a) A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.
(b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this State.
(c) Limitations on the personal liability of managers, members, and their transferees are not waived solely by transacting business in this State without a certificate of authority.
(d) If a foreign limited liability company transacts business in this State without a certificate of authority, service of process may be made upon the company as set forth in section 428-110(b) at any address used by the company as its address for purposes of its business transactions.
(e) A foreign limited liability company which transacts business in this State without a certificate of authority, shall be liable to the State in an amount equal to all fees and penalties which would have been imposed by this chapter upon that foreign limited liability company had it obtained such a certificate and filed all records and reports required by this chapter. The attorney general may bring proceedings to recover all amounts due this State under the provisions of this section. [L 1996, c 92, pt of §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1101 Right of action.

§428-1101 Right of action.
A member of a limited liability company may maintain an action in the right of the company if the members or managers having authority to do so have refused to commence the action or an effort to cause those members or managers to commence the action is not likely to succeed. [L 1996, c 92, pt of §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1102 Proper plaintiff.

§428-1102 Proper plaintiff.
In a derivative action for a limited liability company, the plaintiff shall be a member of the company when the action is commenced, and:
(1) Shall have been a member at the time of the transaction of which the plaintiff complains; or
(2) The plaintiff's status as a member shall have devolved upon the plaintiff by operation of law or pursuant to the terms of the operating agreement from a person who was a member at the time of the transaction. [L 1996, c 92, pt of §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1103 Pleading.

§428-1103 Pleading.
In a derivative action for a limited liability company, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a member or manager or the reasons for not making the effort. [L 1996, c 92, pt of §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1104 Expenses.

§428-1104 Expenses.
If a derivative action for a limited liability company is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct the plaintiff to remit to the limited liability company the remainder of the proceeds received. [L 1996, c 92, pt of §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1201 Uniformity of application and construction.

§428-1201 Uniformity of application and construction.
This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. [L 1996, c 92, pt of §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1203 Certificates and certified copies to be received in evidence.

§428-1203 Certificates and certified copies to be received in evidence.
All certificates issued by the director in accordance with this chapter, and all copies of records filed in the office of the director in accordance with this chapter when certified by the director, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. A certificate by the director under the seal of the department, as to the existence or nonexistence of the facts relating to a limited liability company or foreign limited liability company, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated. [L 1996, c 92, pt of §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1204 Interrogatories by director.

§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 chapter, any interrogatories reasonably necessary and proper to enable the director to ascertain whether the limited liability company or foreign limited liability company has complied with all of the provisions of this chapter applicable to the limited liability company or foreign limited liability company.
The interrogatories shall be answered within thirty days after the date of mailing, or within such additional time as shall be fixed by the director. The answers to the interrogatories shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by the individual, and if directed to a limited liability company or foreign limited liability company, they shall be answered by a manager of a manager-managed company, a member of a member-managed company, or fiduciary if the company is in the hands of a receiver, trustee, or other court appointed fiduciary.
The director need not file any record in a court of competent jurisdiction to which the interrogatories relate until the interrogatories are answered as provided in this section, and not then if the answers thereto disclose that the record is not in conformity with the requirements of this chapter. The director shall certify to the attorney general, for such action as the attorney general may deem appropriate, all interrogatories and answers which disclose a violation of this chapter.
(b) Interrogatories initiated by the director and the answers shall not be open to public inspection, nor shall the director disclose any facts or information obtained through interrogatories, except insofar as the director's official duty may require the disclosure to be made public, or in the event the interrogatories or the answers are required for evidence in any criminal proceedings, or in any other action by this State.
[L 1996, c 92, pt of §1; am L 1998, c 11, §22]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1301 Fees.

§428-1301 Fees.
(a) The following fees shall be paid to the director upon the filing and issuance of records under this chapter:
(1) Articles of organization, $100;
(2) Articles of amendment, $25;
(3) Restated articles of organization, $25;
(4) Articles of merger or conversion, $100;
(5) Statement of dissociation, $25;
(6) Articles of termination, $25;
(7) Application for reinstatement for administratively terminated limited liability company, $25;
(8) Annual report, $25;
(9) Any other statement or document of a domestic or foreign limited liability company, $25;
(10) Application for certificate of authority for foreign limited liability company, $100;
(11) Application for cancellation of authority of foreign limited liability company, $25;
(12) Reservation of name, $10;
(13) Good standing certificate, $5;
(14) Any other record not otherwise covered in this part, $25;
(15) Certified copy of any record relating to a limited liability company or foreign limited liability company, $10 for the certificate and affixing the seal thereto;
(16) Special handling fee for review of any record other than articles of merger or conversion, $25;
(17) Special handling fee for review of articles of merger or conversion, $75;
(18) Special handling fee for certificate issued by the director not otherwise covered by this section, $10 per certificate;
(19) Special handling fee for certification of record, $10;
(20) Any service of notice, demand, or process upon the director as agent for service of process of a limited liability company or foreign limited liability company, $10, which amount may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action; and
(21) For filings relating to registered agents, the fees established by section 425R-2.
(b) All fees collected under this section shall be managed in accordance with section 26-9(l). [L 1996, c 92, pt of §1; am L 1998, c 11, §23; am L 1999, c 129, §16 and c 280, §23; am L 2000, c 219, §82; am L 2001, c 129, §103; am L 2004, c 116, §9 and c 117, §6; am L 2009, c 55, §59]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-1302 Penalties.

§428-1302 Penalties.
(a) Each limited liability company and foreign limited liability company that fails or refuses to file its annual report for any year within the time prescribed by this chapter shall be subject to a forfeiture of an amount to be determined by the director not exceeding $100 for every such offense, violation, neglect, or failure, to be recovered by action brought in the name of the State by the director. A continuance of a failure to file the required statement shall be a separate offense for each thirty days of the continuance. The director, for good cause shown, may reduce or waive the penalty imposed by this section.
(b) Each limited liability company, domestic or foreign, that delivers for filing to, files, or causes to be filed with the director any record, statement, or other document required by this chapter which is known to the limited liability company to be false in any material respect, shall be guilty of a class C felony.
(c) Any person who signs or certifies as correct any record, statement, or other document filed pursuant to this chapter, knowing the same to be false in any material respect, shall be guilty of a class C felony.
(d) Any person who negligently but without intent to defraud signs or certifies as correct any record, statement, or other document filed pursuant to this chapter, which is false in any material particular, shall be punished by a fine not exceeding $500.
(e) Each domestic or foreign limited liability company that knowingly fails or intentionally refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories directed to the limited liability company by the director in accordance with this chapter shall be guilty of a class C felony.
(f) Any manager or member of a domestic or foreign limited liability company who knowingly fails or intentionally refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories directed to the manager or member of a limited liability company by the director in accordance with this chapter shall be guilty of a class C felony.
(g) A person has "knowledge" of a fact within the meaning of this section not only when the person has actual knowledge, but also when the person has knowledge of the other facts as in the circumstances showing bad faith. [L 1996, c 92, pt of §1]