A limited liability company is dissolved, and its business shall be wound up, upon the occurrence of any of the following events:

(1) An event specified in the operating agreement;
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Terms Used In Hawaii Revised Statutes 428-801

  • Articles of organization: means initial, amended, and restated articles of organization and articles of merger. See Hawaii Revised Statutes 428-101
  • Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See Hawaii Revised Statutes 428-101
  • Distributional interest: means all of a member's interest in distributions by the limited liability company. See Hawaii Revised Statutes 428-101
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Limited liability company: means a limited liability company organized under this chapter. 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
  • Transfer: includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, and gift. See Hawaii Revised Statutes 428-101
(2) Consent of the number or percentage of members specified in the operating agreement;
(3) An event that makes it unlawful for all or substantially all of the business of the company to be continued; provided that any cure of illegality within ninety days after notice to the company of the event shall be effective retroactively to the date of the event for purposes of this section;
(4) On application by a member or a dissociated member, upon entry of a judicial decree that:

(A) The economic purpose of the company is likely to be unreasonably frustrated;
(B) Another member has engaged in conduct relating to the company’s business that makes it not reasonably practicable to carry on the company’s business with that member;
(C) It is not otherwise reasonably practicable to carry on the company’s business in conformity with the articles of organization and the operating agreement;
(D) The company failed to purchase the petitioner’s distributional interest as required by § 428-701; or
(E) The managers or members in control of the company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner; or
(5) On application by a transferee of a member’s interest, a judicial determination that it is equitable to wind up the company’s business:

(A) After the expiration of the specified term, if the company was for a specified term at the time the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer; or
(B) At any time, if the company was at-will at the time the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer.
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