Hawaii LLC Operating Agreement
Generate a llc operating agreement tailored to Hawaii law. Our AI incorporates HI-specific statutory requirements, disclosure obligations, and legal standards into every document.
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Hawaii Legal Requirements
Key HI statutes and obligations that apply to your llc operating agreement.
Requirements
- Hawaii Revised LLC Act (HRS Chapter 428) governs; operating agreement need not be filed
- Single-member LLCs are permitted and should still have a written operating agreement
- Articles of Organization filed with DCCA Business Registration Division
- Biennial report required with $12.50 fee
- Registered agent with Hawaii street address required
Restrictions & Limits
- Operating agreement cannot eliminate duty of loyalty in bad faith (HRS §428-1101)
- Members cannot be held personally liable for LLC debts if formalities maintained
- Professional LLCs for licensed services must comply with applicable licensing board rules
- Foreign LLCs must register with DCCA before transacting business in Hawaii
Official Statute References
Primary Hawaii statutes governing this document type.
Hawaii LLC Operating Agreement FAQ
Common questions about llc operating agreements under Hawaii law.
Does Hawaii require an operating agreement?
Hawaii does not require a written operating agreement by law, but HRS §428-1101 allows one to modify many default statutory rules. Without one, all disputes default to the Hawaii Revised LLC Act, which may not reflect the members' intent. For any multi-member LLC, a written agreement is essential.
What are Hawaii's LLC annual requirements?
Hawaii LLCs must file a biennial report with the DCCA by the end of the anniversary quarter of formation. The filing fee is $12.50. Failure to file results in administrative dissolution. Hawaii also has a General Excise Tax (GET) of 4% on gross income that all LLCs must collect and remit.
Can a single person own an LLC in Hawaii?
Yes. Single-member LLCs are fully permitted under HRS Chapter 428. A single-member LLC provides liability protection and the tax flexibility of a sole proprietorship (pass-through). A written operating agreement is especially important for single-member LLCs to reinforce the entity's separate existence.
What is Hawaii's General Excise Tax and how does it affect LLCs?
Hawaii's GET (HRS Chapter 237) is a tax on gross business income at rates of 0.5% (wholesale) to 4% (retail/services). Unlike a sales tax, the GET is a business obligation but is commonly passed on to customers. All LLCs conducting business in Hawaii must register with the Department of Taxation and file GET returns.
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LLC Operating Agreement by State
Laws vary significantly by state. Find the right form for your location.
Disclaimer: LegalLawDocs.com provides self-help legal documents for informational purposes only. The documents and information on this site do not constitute legal advice and are not a substitute for consultation with a licensed attorney. Laws vary by state and change frequently — review your document with a qualified professional before relying on it.