(a) A foreign limited liability company may cancel its authority to transact business in this State by obtaining a certificate of cancellation. Cancellation does not terminate the authority of the director to accept service of process on the company for claims for relief arising out of the transactions of business in this State. In order to obtain a certificate of cancellation, the foreign limited liability company shall deliver to the director for filing an application for cancellation, which shall set forth:

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Terms Used In Hawaii Revised Statutes 428-1007

  • 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
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Limited liability company: means a limited liability company organized under this chapter. See Hawaii Revised Statutes 428-101
  • Person: includes any individual or entity. See Hawaii Revised Statutes 428-101
  • Service of process: The service of writs or summonses to the appropriate party.
(1) The name and jurisdiction of formation or organization of the foreign limited liability company;
(2) A statement that the foreign limited liability company is not transacting business in this State;
(3) A statement that the foreign limited liability company surrenders its authority to transact business in this State;
(4) A statement that the foreign limited liability company revokes the authority of its agent for service of process in this State and consents that the service of process for any claim for relief arising out of the transactions of business in this State may be made on such foreign limited liability company by service upon the director;
(5) The address to which a person may mail a copy of any process against the foreign limited liability company;
(6) The dates the notice of cancellation was published pursuant to subsection (b) and the name of the newspaper publishing the notice, or a statement that publication was not made; and
(7) A statement that all taxes, debts, obligations, and liabilities of the foreign limited liability company in this State have been paid and discharged or that adequate provision has been made therefor.
(b) A foreign limited liability company intending to cancel its authority to transact business in this State may publish notice of its cancellation and request persons having claims against the company to present them in accordance with the notice. The notice shall:

(1) Be published at least once in each of four successive weeks (four publications) in a daily or weekly publication of statewide circulation or in separate daily or weekly publications whose combined circulation is statewide; and
(2) Describe the information required to be contained in a claim and provide a mailing address where the claim may be sent.
(c) After the filing of the application for cancellation, the director shall issue a certificate of cancellation which shall be effective as of the date of the filing of the application for cancellation, and the authority of the foreign limited liability company to transact business in this State shall cease.

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