[TITLE 23A. OTHER BUSINESS ENTITIES]
Chapter
428 Uniform Limited Liability Company Act
429 Uniform Unincorporated Nonprofit Association Act
CHAPTER 428
UNIFORM LIMITED LIABILITY COMPANY ACT
Part I. General Provisions
Section
428-101 Definitions
428-102 Knowledge and notice
428-103 Effect of operating agreement; nonwaivable
provisions
428-104 Supplemental principles of law
428-105 Name
428-105.5 Administrative order of abatement for infringement
of limited liability company name
428-106 Reserved name
428-107 Registered agent
428-108 Change of registered agent
428-109 Resignation of registered agent
428-110 Service of process
428-111 Nature of business and powers
Part II. Organization
428-201 Limited liability company as legal entity
428-202 Organization
428-203 Articles of organization
428-204 Articles of amendment
428-204.5 Amended and restated articles of organization
428-204.6 Restated articles of organization
428-205 Signing of records
428-206 Filing in office of director; effective time and
date
428-207 Correcting filed record
428-208 Liability for false statement in filed record
428-209 Filing by judicial act
428-210 Annual report
Part III. Relations of Members and Managers to
Persons Dealing with the Limited Liability
Company
428-301 Agency of members and managers
428-302 Limited liability company liable for member's or
manager's actionable conduct
428-303 Liability of members and managers
Part IV. Relations of Members to One Another and to
the Limited Liability Company
428-401 Form of contribution
428-402 Member's liability for contributions
428-403 Member's and manager's rights to payments and
reimbursement
428-404 Management of the limited liability company
428-405 Sharing of and right to distributions
428-406 Limitations on distributions
428-407 Liability for unlawful distributions
428-408 Member's right to information
428-409 General standards of member's and manager's conduct
428-410 Actions by members
428-411 Continuation of limited liability company after
expiration of specified term
Part V. Transferees and Creditors of Members
428-501 Member's distributional interest
428-502 Transfer of distributional interest
428-503 Rights of a transferee
428-504 Rights of creditors
Part VI. Member's Dissociation
428-601 Events causing a member's dissociation
428-602 Member's power to dissociate; wrongful dissociation
428-603 Effect of a member's dissociation
Part VII. Member's Dissociation When Business Not
Wound Up
428-701 Company purchase of distributional interest
428-702 Court action to determine fair value of
distributional interest
428-703 Dissociated member's power to bind the limited
liability company
428-704 Statement of dissociation
Part VIII. Winding Up the Company's Business
428-801 Events causing dissolution and winding up of
company's business
428-802 Limited liability company continues after
dissolution
428-803 Right to wind up the limited liability company's
business
428-804 Member's or manager's power and liability as agent
after dissolution
428-805 Articles of termination
428-806 Distribution of assets in winding up the limited
liability company's business
428-807 Known claims against dissolved limited liability
company
428-808 Notice; other claims against dissolved limited
liability company
428-809 Grounds for administrative termination
428-810 Procedure for and effect of administrative
termination
428-811 Reinstatement following administrative termination
428-812 Appeal from denial of reinstatement
Part IX. Conversions and Mergers
428-901 Definitions
428-901.5 Foreign mergers
428-902 Repealed
428-902.5 Conversion into and from limited liability companies
428-902.6 Articles of conversion
428-903 Effect of conversion
428-904 Merger
428-905 Articles of merger
428-906 Effect of merger
428-907, 908 Repealed
Part X. Foreign Limited Liability Companies
428-1001 Law governing foreign limited liability companies
428-1002 Application for certificate of authority
428-1003 Activities not constituting transacting business
428-1004 Issuance of certificate of authority
428-1005 Name of foreign limited liability company
428-1005.5 Change of name by foreign limited liability
company
428-1006 Revocation of certificate of authority
428-1007 Cancellation of authority
428-1008 Effect of failure to obtain certificate of authority
428-1009 Action by attorney general
428-1010 Repealed
Part XI. Derivative Actions
428-1101 Right of action
428-1102 Proper plaintiff
428-1103 Pleading
428-1104 Expenses
Part XII. Miscellaneous Provisions
428-1201 Uniformity of application and construction
428-1202 Repealed
428-1203 Certificates and certified copies to be received in
evidence
428-1204 Interrogatories by director
Part XIII. Fees, Charges, and Penalties
428-1301 Fees
428-1302 Penalties
Cross References
Limited liability partnerships, see §§425‑151 to 173.
Law Journals and Reviews
The Proposed Limited Liability Company Act in Hawai‘i. 18 UH L. Rev. 483.
The "Aloha Corporation:" Infusing the Culture of Hawai‘i to Broaden the Perspective of Business and Return to Community. 34 UH L. Rev. 221 (2012).