HRS §428-303
When members and managers are not personally responsible for company debts
This section says that a limited liability company's debts and obligations belong to the company itself, not to its members or managers. Members and managers are not personally responsible just because they are members or managers. They can only become personally responsible if the company's articles of organization say so and they agree in writing.
The statute, as written — 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.
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