reglab/statecodes huggingface dataset:
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-204.5 Amended and restated articles of organization.

§428-204.5 Amended and restated articles of organization.
(a) A limited liability company may at any time amend and restate its articles of organization by complying with the procedures and requirements of sections 428-204 and 428-204.6.
(b) Upon its adoption, the amended and restated articles of organization shall set forth:
(1) All of the operative provisions of the articles of organization as therefore amended;
(2) The information required by section 428-204; and
(3) A statement that the amended and restated articles of organization supersede the original articles of organization and all amendments thereto.
(c) The amended and restated articles of organization shall be delivered to the director for filing. The director may certify the amended and restated articles of organization as the articles of organization currently in effect, without including the information required to be filed by subsection (b)(2) and (3). [L 1999, c 164, §1; am L 2000, c 219, §72]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-204.6 Restated articles of organization.

§428-204.6 Restated articles of organization.
(a) A limited liability company may at any time restate its articles of organization as amended.
(b) The restated articles of organization shall set forth all of the operative provisions of the articles of organization as amended, together with a statement that the restated articles of organization correctly set forth without change the corresponding provisions of the articles of organization as amended, and that the restated articles of organization supersede the original articles of organization and all amendments thereto.
(c) The restated articles of organization shall be delivered to the director for filing. The director may certify the restated articles of organization currently in effect, without including the information required to be filed by subsection (b). [L 2000, c 219, §1]
2023 Hawaii Revised Statutes › Title 23A. Other Business Entities › 428. Uniform Limited Liability Company Act › 428-205 Signing of records.

§428-205 Signing of records.
(a) Except as otherwise provided in this chapter, a record to be filed by or on behalf of a limited liability company in the office of the director shall be certified and signed by a:
(1) Manager of a manager-managed company or, in the case of a foreign limited liability company, a person who is authorized or required to sign a record under the laws of its jurisdiction of organization;
(2) Member of a member-managed company or, in the case of a foreign limited liability company, a person who is authorized or required to sign a record under the laws of its jurisdiction of organization;
(3) Person organizing the company, if the company has not been formed; or
(4) Fiduciary, if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary.
(b) The signer of a record to be filed under subsection (a) may do so as an attorney-in-fact by stating beneath or opposite the signature the name of the person for whom the signer is the attorney-in-fact. The power of attorney need not be filed with the record. [L 1996, c 92, pt of §1; am L 2001, c 129, §91; am L 2012, c 58, §20; am L 2012, c 58, §20]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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).
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]