Articles of Organization
To form an LLC in Hawaii, articles of organization must be filed with the state government. State law requires that certain information be included in your articles of organization. This information must include:
- The company name
- The street address of the LLC’s registered office
- The name of the LLC’s registered agent at that office
- The street address of the principal office
- The name and address of each organizer
- The period of the LLC’s duration, (it may be perpetual or for a set amount of time), the duration of a limited liability company is at-will unless a term for its duration is specified in its articles of organization
- A statement as to whether the company will be member-managed or manager-managed
- A statement as to whether the members of the company are to be liable for its debts and obligations
- Any other provisions, not inconsistent with law, that the member elect to be set forth including any matters that are required to be or may be included in an operating agreement under this article
If any provision of an operating agreement is inconsistent with the articles of organization:
- The operating agreement controls as to managers, members, and members’ transferees; and
- The articles of organization control as to persons other than managers, members, and their transferees who rely on the articles to their detriment
Your LLC is considered organized once the articles of organization and one copy (or conformed copy) are delivered to the Secretary of State, and the articles are deemed to be compliance with state requirements. The document must be executed by:
- An organizer, if the LLC has not yet been formed,
- A manager, or
- If none have been selected then a member or
- A fiduciary, if the LLC is in the hands of a receiver, trustee, or other court-appointed fiduciary. The person executing the document must sign it and indicate his name and title (the capacity in which the person signs). One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members
Additionally, forming an LLC generally requires inclusion and/or consideration of the following:
Any natural person or entity may form a LLC. The natural person or entity need not be a member of the LLC.
- Minimum Number of Organizers: One or more natural persons or business entities
- Eligibility: An organizer may be an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity
Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more
Eligibility Requirements: A natural person or an entity
Procedure for Membership: The member may acquire an interest in the LLC at the formation of the LLC or at the time provided in, and upon compliance with, the operating agreement
Resignation of Membership
Certain prohibitions exist surrounding the ability of a member to resign from the company. A member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will.
- A member’s dissociation from a limited liability company is wrongful only if it is in breach of an express provision of the operating agreement or before the expiration of the term of a company having a specified term: (A) The member withdraws by express will; (B) The member is expelled by judicial determination; (C) The member is dissociated by becoming a debtor in bankruptcy; or (D) In the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence
- A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members
The contributions of a member to the limited liability company may be in tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, or other obligations to contribute cash or property, or contracts for services to be performed.