HRS §428-804
What members and managers can do after a company dissolves
After a limited liability company dissolves, it is still bound by actions that help wrap up its business or that would have been normal before dissolution if the other party did not know about the dissolution. A member or manager who knowingly causes the company to take on liability from an action not meant for winding up must pay the company for any damage.
The statute, as written — 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.
Sections this one refers to
§428-301 Who can act for the company and bind it
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