[TITLE 23A. OTHER BUSINESS ENTITIES]
Chapter
428 Uniform Limited Liability Company Act
429 Uniform Unincorporated Nonprofit Association Act
CHAPTER 428
UNIFORM LIMITED LIABILITY COMPANY ACT
Part I. General Provisions
Section
428-101 Definitions
428-102 Knowledge and notice
428-103 Effect of operating agreement; nonwaivable
provisions
428-104 Supplemental principles of law
428-105 Name
428-105.5 Administrative order of abatement for infringement
of limited liability company name
428-106 Reserved name
428-107 Registered agent
428-108 Change of registered agent
428-109 Resignation of registered agent
428-110 Service of process
428-111 Nature of business and powers
Part II. Organization
428-201 Limited liability company as legal entity
428-202 Organization
428-203 Articles of organization
428-204 Articles of amendment
428-204.5 Amended and restated articles of organization
428-204.6 Restated articles of organization
428-205 Signing of records
428-206 Filing in office of director; effective time and
date
428-207 Correcting filed record
428-208 Liability for false statement in filed record
428-209 Filing by judicial act
428-210 Annual report
Part III. Relations of Members and Managers to
Persons Dealing with the Limited Liability
Company
428-301 Agency of members and managers
428-302 Limited liability company liable for member's or
manager's actionable conduct
428-303 Liability of members and managers
Part IV. Relations of Members to One Another and to
the Limited Liability Company
428-401 Form of contribution
428-402 Member's liability for contributions
428-403 Member's and manager's rights to payments and
reimbursement
428-404 Management of the limited liability company
428-405 Sharing of and right to distributions
428-406 Limitations on distributions
428-407 Liability for unlawful distributions
428-408 Member's right to information
428-409 General standards of member's and manager's conduct
428-410 Actions by members
428-411 Continuation of limited liability company after
expiration of specified term
Part V. Transferees and Creditors of Members
428-501 Member's distributional interest
428-502 Transfer of distributional interest
428-503 Rights of a transferee
428-504 Rights of creditors
Part VI. Member's Dissociation
428-601 Events causing a member's dissociation
428-602 Member's power to dissociate; wrongful dissociation
428-603 Effect of a member's dissociation
Part VII. Member's Dissociation When Business Not
Wound Up
428-701 Company purchase of distributional interest
428-702 Court action to determine fair value of
distributional interest
428-703 Dissociated member's power to bind the limited
liability company
428-704 Statement of dissociation
Part VIII. Winding Up the Company's Business
428-801 Events causing dissolution and winding up of
company's business
428-802 Limited liability company continues after
dissolution
428-803 Right to wind up the limited liability company's
business
428-804 Member's or manager's power and liability as agent
after dissolution
428-805 Articles of termination
428-806 Distribution of assets in winding up the limited
liability company's business
428-807 Known claims against dissolved limited liability
company
428-808 Notice; other claims against dissolved limited
liability company
428-809 Grounds for administrative termination
428-810 Procedure for and effect of administrative
termination
428-811 Reinstatement following administrative termination
428-812 Appeal from denial of reinstatement
Part IX. Conversions and Mergers
428-901 Definitions
428-901.5 Foreign mergers
428-902 Repealed
428-902.5 Conversion into and from limited liability companies
428-902.6 Articles of conversion
428-903 Effect of conversion
428-904 Merger
428-905 Articles of merger
428-906 Effect of merger
428-907, 908 Repealed
Part X. Foreign Limited Liability Companies
428-1001 Law governing foreign limited liability companies
428-1002 Application for certificate of authority
428-1003 Activities not constituting transacting business
428-1004 Issuance of certificate of authority
428-1005 Name of foreign limited liability company
428-1005.5 Change of name by foreign limited liability
company
428-1006 Revocation of certificate of authority
428-1007 Cancellation of authority
428-1008 Effect of failure to obtain certificate of authority
428-1009 Action by attorney general
428-1010 Repealed
Part XI. Derivative Actions
428-1101 Right of action
428-1102 Proper plaintiff
428-1103 Pleading
428-1104 Expenses
Part XII. Miscellaneous Provisions
428-1201 Uniformity of application and construction
428-1202 Repealed
428-1203 Certificates and certified copies to be received in
evidence
428-1204 Interrogatories by director
Part XIII. Fees, Charges, and Penalties
428-1301 Fees
428-1302 Penalties
Cross References
Limited liability partnerships, see §§425‑151 to 173.
Law Journals and Reviews
The Proposed Limited Liability Company Act in Hawai`i. 18 UH L. Rev. 483.