Hawaii LLC Continuing Obligations

Annual Report: A limited liability company shall file an annual report that lists:

  • The name of the company and the state or country under whose law it is organized
  • The mailing address of the company’s principal office
  • The street address of its registered office in this State
  • The name of its registered agent at its registered office in the State
  • Whether the company is manager-managed, and if so, the name and address of each manager, and the number of members; or if not, the name and address of each member

Annual reports reflecting the period from January 1, 2002, through December 31, 2002, that would otherwise be required, may be voluntarily filed with the department director if the annual report complies with the requirements of this section.

Effective January 1, 2003, for domestic or foreign limited liability companies whose date of organization or registration in this State falls between:

  • January 1 and March 31, an annual report shall be filed on or before March 31 of each year and shall reflect the state of the company’s affairs as of January 1 of the year when filed;
  • April 1 and June 30, an annual report shall be filed on or before June 30 of each year and shall reflect the state of the company’s affairs as of April 1 of the year when filed;
  • July 1 and September 30, an annual report shall be filed on or before September 30 of each year and shall reflect the state of the company’s affairs as of July 1 of the year when filed; and
  • October 1 and December 31, an annual report shall be filed on or before December 31 of each year and shall reflect the state of the company’s affairs as of October 1 of the year when filed; provided that if a domestic or foreign limited liability company is organized in the same year in which the annual report is due, the domestic or foreign limited liability company shall not be required to file an annual report for that year. Thereafter, the domestic or foreign limited liability company shall comply with the requirements of this section

Records: Each limited liability company shall keep records open to inspection at its office.

Dissolution

Acts Triggering Dissolution: Unless otherwise provided in the articles or a written operating agreement, a limited liability company is dissolved upon the happening of any one of the following events:

  • An event specified in the operating agreement
  • Consent of the number or percentage of members specified in the operating agreement
  • An event that makes it unlawful for the business to be continue unless the illegality is cured within 90 days
  • On application by a member or a dissociated member, upon entry of a judicial decree that:
    • The economic purpose of the company is likely to be unreasonably frustrated
    • Another member has engaged in conduct relating to the company’s business that makes it not reasonably practicable to carry on the company’s business with that member
    • It is not otherwise reasonably practicable to carry on the company’s business in conformity with the articles of organization and the operating agreement
    • The company failed to purchase the petitioner’s distributional interest
    • The managers or members in control of the company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner
  • Judicial determination

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