HRS §428-703
When a former member can still bind the company
After a member leaves a limited liability company, the company may still be responsible for deals the former member makes for two years, but only if the other party believed the person was still a member and had no notice of the departure. This applies only if the company continues operating.
The statute, as written — 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.
Sections this one refers to
§428-301 Who can act for the company and bind it
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