(a) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the director for filing. The application shall set forth:

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Terms Used In Hawaii Revised Statutes 428-1002

  • Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See Hawaii Revised Statutes 428-101
  • Director: means the director of commerce and consumer affairs. See Hawaii Revised Statutes 428-101
  • Foreign limited liability company: means an unincorporated entity organized under laws other than the laws of this State which afford limited liability to its owners comparable to the liability under § 428-303 and is not required to obtain a certificate of authority to transact business under any law of this State other than this chapter. 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
  • 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
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Hawaii Revised Statutes 428-101
(1) The name of the foreign limited liability company or, if its name is unavailable for use in this State, a name that satisfies the requirements of § 428-1005;
(2) The name of the state or country under whose law it is organized;
(3) A representation and warranty that a list of the names of and addresses of all members and their respective capital contributions are kept and will be kept at its principal office until cancellation, in accordance with § 428-1007, of the foreign limited liability company’s authority to transact business in this State;
(4) The mailing address of its principal office and the information required by section 425R-4(a);
(5) Whether the duration of the company is for a specified term and, if so, the period specified;
(6) Whether the company is manager-managed, and:

(A) If so, the name and address of each manager; or
(B) If not, the name and address of each member;
(7) Whether the members of the company are to be liable for its debts and obligations under a provision similar to section 428-303(c); and
(8) Any additional information as may be necessary or appropriate to enable the director to determine whether the foreign limited liability company is entitled to obtain authority to transact business in this State.
(b) A foreign limited liability company shall deliver with the completed application a certificate of existence or a record of similar import authenticated by the secretary of state or other official having custody of company records in the state or country under whose law it is organized, which certificate shall be dated not earlier than sixty days prior to the filing of the application. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate.

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