Chapter 428

§428-101 Definitions for Limited Liability Companies

§428-102 What counts as knowing or being told something

§428-103 What an Operating Agreement Can and Cannot Do

§428-104 Other laws still apply unless this chapter says otherwise

§428-105 Rules for naming a limited liability company

§428-105.5 How to stop another business from using a name too close to yours

§428-106 Reserving a name for a limited liability company

§428-107 Keeping a registered agent in Hawaii

§428-108 How to change your registered agent

§428-109 How a registered agent can resign

§428-110 How legal papers can be delivered to an LLC

§428-111 What a limited liability company can do

§428-202 How to start a limited liability company

§428-203 What must be in the articles of organization for an LLC

§428-204 How to change a company's official formation papers

§428-204.5 How to update and combine your LLC's formation papers

§428-204.6 How to restate your LLC's articles of organization

§428-205 Who must sign and certify LLC records

§428-206 How and when business records get filed

§428-207 How to fix a mistake in a filed company record

§428-208 Who pays when a filed record has a false statement

§428-209 Court can order someone to sign a document

§428-210 Annual report filing rules for limited liability companies

§428-301 Who can act for the company and bind it

§428-302 When a company is responsible for its members' actions

§428-303 When members and managers are not personally responsible for company debts

§428-401 What members can contribute to a limited liability company

§428-402 Members must still pay promised contributions even if they die or become unable

§428-403 Getting paid back and paid for work in an LLC

§428-404 Who runs the company and how decisions are made

§428-405 How profits and payments are shared among LLC members

§428-406 When a company can pay out money to members

§428-407 Who is personally liable for an illegal distribution

§428-408 Your right to see company records and information

§428-409 Rules for how members and managers must act

§428-410 When a member can sue the company or another member

§428-411 What happens when an LLC keeps going past its end date

§428-501 What a member owns in an LLC

§428-502 What happens when a member transfers their share

§428-503 What rights a person who gets an ownership share has

§428-504 Rights of creditors

§428-601 When a member stops being part of an LLC

§428-602 When a member can leave an LLC and what happens if it is wrongful

§428-603 What happens when a member leaves an LLC

§428-701 When a company must buy a member's share

§428-702 How a court decides the buyout value of a membership interest

§428-703 When a former member can still bind the company

§428-704 Filing a notice that a member has left the company

§428-801 When a Limited Liability Company Must Close Down

§428-802 Company can continue after dissolution to wrap up business

§428-803 Who can close the company's business after it dissolves

§428-804 What members and managers can do after a company dissolves

§428-805 How to officially end a limited liability company

§428-806 How a company's assets are divided when it closes

§428-807 How a dissolved company can handle known claims

§428-808 How a dissolved company can warn people with claims

§428-809 When the state can shut down a company

§428-810 What happens when the state ends your LLC

§428-811 How to bring back a terminated LLC

§428-812 Appealing a denial of reinstatement

§428-901 Definitions for business mergers and conversions

§428-901.5 Foreign company mergers

§428-902.5 How a company can change into another type of company

§428-902.6 Filing the official conversion papers

§428-903 What happens when a business conversion takes effect

§428-904 How a limited liability company can merge with other businesses

§428-905 Filing the official merger papers

§428-906 What happens when a merger takes effect

§428-1001 Which state's laws apply to a foreign LLC

§428-1002 How a foreign LLC gets permission to do business here

§428-1003 What a foreign LLC can do without doing business in Hawaii

§428-1004 Getting your certificate of authority

§428-1005 Rules for foreign LLC names in Hawaii

§428-1005.5 Foreign LLC name changes and doing business in Hawaii

§428-1006 When the state can cancel a foreign company's license to do business

§428-1007 How a foreign company cancels its right to do business in Hawaii

§428-1008 What happens if a foreign LLC does business without a certificate

§428-1009 Attorney general can stop a foreign LLC from doing business illegally

§428-1101 When a member can sue on behalf of the company

§428-1102 Who can sue on behalf of an LLC

§428-1103 What a complaint must say in a company lawsuit

§428-1104 Who pays costs in a successful company lawsuit

§428-1201 Making the law consistent across states

§428-1203 Official papers count as evidence in court

§428-1204 Director can ask companies and members questions

§428-1301 Fees for filing LLC documents and records

§428-1302 Penalties for not filing reports or filing false documents