2009 Hawaii Code
Volume 08
TITLE 23A - OTHER BUSINESS ENTITIES]
CHAPTER 428 - UNIFORM LIMITED LIABILITY COMPANY ACT
§428-203 - Articles of organization.

     §428-203  Articles of organization.  (a)  [Subsection effective until June 30, 2010.  For subsection effective July 1, 2010, see below.]  Articles of organization of a limited liability company shall set forth:

     (1)  The name of the company;

     (2)  The mailing address of the company's initial principal office, the street address of its initial registered office in this State, and the name of its initial registered agent at its registered office in this State;

     (3)  The name and address of each organizer;

     (4)  Whether the duration of the company is for a specified term and, if so, the period specified;

     (5)  Whether the company is to be manager-managed, and:

         (A)  If so, the name and address of each initial manager, and the number of initial members; or

         (B)  If not, the name and address of each initial member; and

     (6)  Whether the members of the company are to be liable for its debts and obligations under section 428-303(c).

     (a)  [Subsection effective July 1, 2010.  For subsection effective until June 30, 2010, see above.]  Articles of organization of a limited liability company shall set forth:

     (1)  The name of the company;

     (2)  The mailing address of the company's initial principal office and the information required by section 425R-4(a);

     (3)  The name and address of each organizer;

     (4)  Whether the duration of the company is for a specified term and, if so, the period specified;

     (5)  Whether the company is to be manager-managed, and:

         (A)  If so, the name and address of each initial manager, and the number of initial members; or

         (B)  If not, the name and address of each initial member; and

     (6)  Whether the members of the company are to be liable for its debts and obligations under section 428-303(c).

     (b)  Articles of organization of a limited liability company may set forth:

     (1)  Provisions permitted to be set forth in an operating agreement; or

     (2)  Other matters not inconsistent with law.

     (c)  Articles of organization of a limited liability company may not vary the nonwaivable provisions of section 428-103(b).  As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:

     (1)  The operating agreement controls as to managers, members, and members' transferees; and

     (2)  The articles of organization control as to persons other than managers, members, and their transferees who rely on the articles to their detriment.

     (d)  The duration of a limited liability company is at-will unless a term for its duration is specified in its articles of organization. [L 1996, c 92, pt of §1; am L 2000, c 219, §70; am L 2002, c 130, §104; am L 2009, c 55, §55]