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

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Terms Used In Hawaii Revised Statutes 428-203

  • Articles of organization: means initial, amended, and restated articles of organization and articles of merger. See Hawaii Revised Statutes 428-101
  • Limited liability company: means a limited liability company organized under this chapter. See Hawaii Revised Statutes 428-101
  • Manager: means a person, whether or not a member of a manager-managed limited liability company, who is vested with authority under section 428-301(b). See Hawaii Revised Statutes 428-101
  • Operating agreement: means the agreement under section 428-103 concerning the relations among the members, managers, and limited liability company. See Hawaii Revised Statutes 428-101
  • Principal office: means the office, whether or not in this State, where the principal executive office of a domestic or foreign limited liability company is located. See Hawaii Revised Statutes 428-101
(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.

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