Hawaii LLC Operating Agreement

Hawaii LLC Laws and Definition

Hawaii's LLC law lets all the members of a limited liability company enter into an operating agreement. The agreement regulates the affairs of the company and the conduct of its business, and it governs relations among the members, managers, and the company.^[1.3] The sections below cover how the statute defines the term, what a Hawaii LLC can regulate in it, and what the statute says when it is silent.

Definition in the statute

Section 428-101 of the Haw. Rev. Stat. defines the term. The statute's own words are below.

"Operating agreement" means the agreement under section 428-103 concerning the relations among the members, managers, and limited liability company. The term includes amendments to the agreement.

In plain words, the members of a Hawaii LLC make this agreement about how the business works, and an amendment to it counts as part of it.^[1.2]

Matters an operating agreement can regulate

Under Section 428-103 of the Haw. Rev. Stat., all the members of an LLC may enter into an operating agreement to do three things.^[1.3]

• Regulate the affairs of the company.
• Regulate the conduct of its business.
• Govern relations among the members, managers, and the company.

The agreement is not what protects members from the company's debts. Hawaii law itself does that: a member or manager is not personally liable for any debt, obligation, or liability of the company solely by reason of being or acting as a member or manager (Section 428-303(a) of the Haw. Rev. Stat.). The operating agreement sets how the company is run.^[1.4]

Limits and default rules

Subsection (b) of Section 428-103 sets limits on what the members can write. For example, an operating agreement may not unreasonably restrict a right to information or access to records under Section 428-408.^[1.1]

A Hawaii LLC does not have to cover everything in writing. To the extent the operating agreement does not otherwise provide, Hawaii's LLC chapter governs relations among the members, managers, and the company.^[1.3] In other words, the statute's default rules fill the gaps the members of the LLC leave open.

Hawaii has no statute that prescribes a form for an operating agreement.

An operating agreement is optional in Hawaii. Section 428-103(a) says the members may enter into one, and the chapter governs whatever the agreement does not cover. Chapter 428 also does not require notarization, so notarizing the agreement is your choice.^[1.5]

What Does the Hawaii LLC Operating Agreement Template Cover?

The FormsPal template is a 31-section form for a Hawaii LLC with a single member, followed by three schedules. The table below groups the sections by what they do. Schedules A, B, and C hold the definitions, the member, Managers and Officers, and the initial capital contribution.

Terms the form defines

The preamble of the Hawaii LLC form sets up four short names that the rest of the document uses.

• The Company is the Hawaii LLC itself.
• The Member is the sole equity member who signs the form.
• The State is the state of formation you enter in the blank.
• The Act is the LLC statute you cite for that state.

Any other capitalized term takes the meaning given on Schedule A of the form. That schedule is fixed text apart from the filing date of the Articles of Organization, so there is nothing else for you to define on the Hawaii LLC form.

Money and records on the form

Several sections of the Hawaii LLC form deal with money and books. In the form's own words, they work like this.

• Section 11 lists what the member contributed on Schedule C.
• Section 12 says the member does not have to add capital, but may add more at any time.
• Section 13 allocates the profits and losses of the LLC to the member.
• Section 14 has the Board decide the timing and amount of distributions to the member.
• Section 15 lets the member examine the books, records, and documents during normal business hours.

Fill Out the Hawaii LLC Operating Agreement Form

The FormsPal Hawaii LLC operating agreement is a single-member form, signed by one member as the sole equity member of the LLC. Have these details ready: the LLC name, the state of formation, the member's name, the principal business office, the registered agent, and the filing date of the Articles of Organization. Then work through the parts below in the order they appear on the form.

1. Preamble (page 1). Enter the LLC name, the state of formation (Hawaii), the member's name, and the date. The date line on the form ends in 2021, so check the year. Fill in the filing date of the Articles of Organization and the LLC statute the form refers to.
2. Sections 1 to 3: name, office, and registered agent (page 1). Repeat the LLC name, then enter the principal business office and the name and address of the registered agent.
3. Section 6: Purposes (page 2). Tick one box. Either describe the business of the LLC in your own words or choose "all matters permitted by applicable law."
4. Section 8: Managers (page 2). Enter the initial number of Managers. Their names go on Schedule B.
5. Section 8(g): Compensation of Managers (pages 3 and 4). Tick one box, either that expenses are paid or that Managers receive no compensation.
6. Section 9: Officers (page 4). Tick whether the company will have no Officers or will have Officers, and list each role on Schedule B if it will.
7. Section 15: Fiscal Year, Books and Records (page 6). Enter the date the fiscal year starts and the date it ends.
8. Section 30: Effectiveness (page 10). Enter the date the Hawaii LLC was legally formed, matching the filing date on page 1.
9. Signature block (page 11). The member signs on the "By" line and prints a name and title.
10. Schedule A: Definitions (page 12). Enter the filing date of the Articles of Organization. The rest of the schedule is fixed text.
11. Schedule B: Member, Managers, and Officers (page 14). List the member's name and address, the initial Managers and, if you chose to have them, the initial Officers.
12. Schedule C: Initial capital contribution (page 15). Describe what the member contributed to the LLC.

To edit the downloaded PDF on screen, use our online PDF editor.

Two Hawaii rules apply to the details in step 2. Except as the statute allows, the LLC's name may not be the same as, or substantially identical to, the name of an existing domestic or foreign entity or a reserved or registered name (Section 428-105(b)). The LLC must also continuously maintain a registered agent in Hawaii who has a business address in the state (Section 428-107).^[1.6]

Frequently Asked Questions

These answers come from Section 428-103 of the Haw. Rev. Stat., which lets the members of a Hawaii LLC make an operating agreement. They cover who may write it and what applies when it says nothing on a point.

Can I write my own operating agreement for my LLC?

Yes. Hawaii's LLC law says all the members of a limited liability company may enter into an operating agreement.^[1.3] Subsection (b) sets limits on what the members can write.^[1.1] You can start from the FormsPal fillable LLC operating agreement form.

What happens if an LLC does not have an operating agreement?

To the extent the operating agreement does not otherwise provide, Hawaii's LLC chapter governs relations among the members, managers, and the company.^[1.3] In other words, the statute's default rules fill the gaps the members of the LLC left open.

Other Hawaii Forms
Interested in some other Hawaii documents? We provide free forms and straightforward personalization experience to anybody who hopes for less hassle when facing forms.

Hawaii Last Will Hawaii Bill of Sale Hawaii Power of Attorney Hawaii Rental Lease Agreement Hawaii Non-compete Agreement Hawaii Prenuptial Agreement

General information, not legal or tax advice.

Sources

1. Haw. Rev. Stat. 428-103(b) §§ Haw. Rev. Stat. 428-103(b), 428-101, 428-103.
   • 1.1 Haw. Rev. Stat. 428-103(b)
   • 1.2 § 428-101
   • 1.3 § 428-103
   • 1.4 § 428-303(a)
   • 1.5 § 428-103(a)
   • 1.6 §§ 428-105(b), 428-107

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