Sections
Part I General Provisions 428-101 – 428-111
Part II Organization 428-201 – 428-210
Part III Relations of Members and Managers to Persons Dealing with the Limited Liability Company 428-301 – 428-303
Part IV Relations of Members to One Another and to the Limited Liability Company 428-401 – 428-411
Part V Transferees and Creditors of Members 428-501 – 428-504
Part VI Member’s Dissociation 428-601 – 428-603
Part VII Member’s Dissociation When Business Not Wound Up 428-701 – 428-704
Part VIII Winding Up the Company’s Business 428-801 – 428-812
Part IX Conversions and Mergers 428-901 – 428-906
Part X Foreign Limited Liability Companies 428-1001 – 428-1009
Part XI Derivative Actions 428-1101 – 428-1104
Part XII Miscellaneous Provisions 428-1201 – 428-1204
Part XIII Fees, Charges, and Penalties 428-1301 – 428-1302

Terms Used In Hawaii Revised Statutes > Chapter 428

  • Account: means any of the three accounts created under section 431:16-206(a). See Hawaii Revised Statutes 431:16-205
  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Articles of organization: means initial, amended, and restated articles of organization and articles of merger. See Hawaii Revised Statutes 428-101
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Association: means the Hawaii life and disability insurance guaranty association created under section 431:16-206. See Hawaii Revised Statutes 431:16-205
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • authorized: when used in the context of assessments means a resolution by the board of directors that has been passed whereby an assessment will be called immediately or in the future from member insurers for a specified amount. See Hawaii Revised Statutes 431:16-205
  • Bail: Security given for the release of a criminal defendant or witness from legal custody (usually in the form of money) to secure his/her appearance on the day and time appointed.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See Hawaii Revised Statutes 428-101
  • called: when used in the context of assessments means a notice that has been issued by the association to member insurers requiring that an authorized assessment be paid within the time frame set forth within the notice. See Hawaii Revised Statutes 431:16-205
  • Capital costs: means part or all of the cost for capital improvements. See Hawaii Revised Statutes 431:16-211
  • Collaborative law communication: means a statement, whether oral or in a record, or verbal or nonverbal, that:

         (1)  Is made to conduct, participate in, continue, or reconvene a collaborative law process; and

         (2)  Occurs after the parties sign a collaborative law participation agreement and before the collaborative law process is concluded. See Hawaii Revised Statutes 428-108

  • Collaborative law participation agreement: means an agreement by persons to participate in a collaborative law process. See Hawaii Revised Statutes 428-108
  • Collaborative law process: means a procedure intended to resolve a collaborative matter without intervention by a tribunal in which persons:

         (1)  Sign a collaborative law participation agreement; and

         (2)  Are represented by collaborative lawyers. See Hawaii Revised Statutes 428-108

  • Collaborative lawyer: means a lawyer who represents a party in a collaborative law process. See Hawaii Revised Statutes 428-108
  • Collaborative matter: means a dispute, transaction, claim, problem, or issue for resolution including a dispute, claim, or issue in a proceeding which is described in a collaborative law participation agreement. See Hawaii Revised Statutes 428-108
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Continuance: Putting off of a hearing ot trial until a later time.
  • Contract: A legal written agreement that becomes binding when signed.
  • contract owner: means the person who is identified as the legal owner under the terms of the policy or contract or who is otherwise vested with legal title to the policy or contract through a valid assignment completed in accordance with the terms of the policy or contract and properly recorded as the owner on the books of the insurer. See Hawaii Revised Statutes 431:16-205
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Counterclaim: A claim that a defendant makes against a plaintiff.
  • county: includes the city and county of Honolulu. See Hawaii Revised Statutes 54-17
  • Covered policy: means any policy or contract or portion of a policy or contract for which coverage is provided under section 431:16-203. See Hawaii Revised Statutes 431:16-205
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Debtor in bankruptcy: means a person who is the subject of an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application or a comparable order under federal, state, or foreign law governing insolvency. See Hawaii Revised Statutes 428-101
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Department: means the department of commerce and consumer affairs. See Hawaii Revised Statutes 428-101
  • Department: means the department of transportation. See Hawaii Revised Statutes 431:16-211
  • Development: means any artificial change to real property that requires a county grading or building permit including but not limited to construction, expansion, enlargement, alteration, or erection of buildings or structures. See Hawaii Revised Statutes 431:16-211
  • Director: means the director of commerce and consumer affairs. See Hawaii Revised Statutes 428-101
  • Director: means the director of transportation. See Hawaii Revised Statutes 431:16-211
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Distribution: means a transfer of money, property, or other benefit from a limited liability company to a member in the member's capacity as a member or to a transferee of the member's distributional interest. 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
  • Entity: includes domestic and foreign corporations, domestic professional corporations, domestic and foreign limited liability companies, domestic and foreign nonprofit corporations, domestic and foreign business trusts, estates, domestic and foreign partnerships, domestic and foreign limited partnerships, domestic and foreign limited liability partnerships, trusts, two or more persons having joint or common economic interest, associations and cooperative associations, and state, federal, and foreign governments. 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
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Executor: A male person named in a will to carry out the decedent
  • Felony: A crime carrying a penalty of more than a year in prison.
  • Fiduciary: A trustee, executor, or administrator.
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • 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 section 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
  • Fraud: Intentional deception resulting in injury to another.
  • Germane: On the subject of the pending bill or other business; a strict standard of relevance.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Habeas corpus: A writ that is usually used to bring a prisoner before the court to determine the legality of his imprisonment. It may also be used to bring a person in custody before the court to give testimony, or to be prosecuted.
  • Impaired insurer: means a member insurer that after July 1, 1988, is not an insolvent insurer, and is placed under an order of rehabilitation or conservation by a court of competent jurisdiction. See Hawaii Revised Statutes 431:16-205
  • Individual: means a natural person. See Hawaii Revised Statutes 428-101
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Insolvent insurer: means a member insurer that after July 1, 1988, is placed under an order of liquidation by a court of competent jurisdiction with a finding of insolvency. See Hawaii Revised Statutes 431:16-205
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. Source: OCC
  • Interrogatories: Written questions asked by one party of an opposing party, who must answer them in writing under oath; a discovery device in a lawsuit.
  • 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.
  • Law firm: means :

         (1)  Lawyers who practice law together in a partnership, professional corporation, sole proprietorship, limited liability company, or association;

         (2)  Lawyers employed in a legal services organization;

         (3)  Lawyers employed in the legal department of a corporation or other organization; or

         (4)  Lawyers employed in the legal department of a government or governmental subdivision, agency, or instrumentality. See Hawaii Revised Statutes 428-108

  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Limited liability company: means a limited liability company organized under this chapter. See Hawaii Revised Statutes 428-101
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • 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
  • Manager-managed limited liability company: means a limited liability company which is so designated in its articles of organization. See Hawaii Revised Statutes 428-101
  • Member insurer: means any insurer licensed or who holds a certificate of authority to transact in this State any kind of insurance for which coverage is provided under section 431:16‑203, and includes any insurer whose license or certificate of authority in this State may have been suspended, revoked, not renewed, or voluntarily withdrawn, but does not include:

         (1)  A nonprofit hospital or medical service organization;

         (2)  A health maintenance organization;

         (3)  A fraternal benefit society;

         (4)  A mandatory state pooling plan;

         (5)  A mutual assessment company or any entity that operates on an assessment basis;

         (6)  An insurance exchange;

         (7)  An organization that has a certificate or license limited to the issuance of charitable gift annuities; or

         (8)  Any entity similar to any of the above. See Hawaii Revised Statutes 431:16-205

  • Member-managed limited liability company: means a limited liability company other than a manager-managed company. See Hawaii Revised Statutes 428-101
  • Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
  • month: means a calendar month; and the word "year" a calendar year. See Hawaii Revised Statutes 54-15
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Nonparty participant: means a person, other than a party and the party's collaborative lawyer, that participates in a collaborative law process. See Hawaii Revised Statutes 428-108
  • oath: includes a solemn affirmation. See Hawaii Revised Statutes 54-16
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Party: means a person that signs a collaborative law participation agreement and whose consent is necessary to resolve a collaborative matter. See Hawaii Revised Statutes 428-108
  • Person: means any individual, corporation, limited liability company, partnership, association, governmental body or entity, or voluntary organization. See Hawaii Revised Statutes 431:16-205
  • Person: includes any individual or entity. See Hawaii Revised Statutes 428-101
  • Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Hawaii Revised Statutes 428-108
  • Personal property: All property that is not real property.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
  • Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Premiums: means amounts and considerations received on covered policies or contracts less premiums, considerations and deposits returned thereon, and less dividends and experience credits thereon. See Hawaii Revised Statutes 431:16-205
  • 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
  • Proceeding: means :

         (1)  A judicial, administrative, arbitral, or other adjudicative process before a tribunal, including related prehearing and post-hearing motions, conferences, and discovery; or

         (2)  A legislative hearing or similar process. See Hawaii Revised Statutes 428-108

  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Prospective party: means a person that discusses with a prospective collaborative lawyer the possibility of signing a collaborative law participation agreement. See Hawaii Revised Statutes 428-108
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Receivership court: means the court in the insolvent or impaired insurer's state having jurisdiction over the conservation, rehabilitation, or liquidation of the insurer. See Hawaii Revised Statutes 431:16-205
  • 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
  • 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 428-108
  • Related to a collaborative matter: means involving the same parties, transaction or occurrence, nucleus of operative fact, dispute, claim, or issue as the collaborative matter. See Hawaii Revised Statutes 428-108
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Remand: When an appellate court sends a case back to a lower court for further proceedings.
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • Sign: means , with present intent, to authenticate or adopt a record:

         (1)  To execute or adopt a tangible symbol; or

         (2)  To attach to or logically associate with the record an electronic symbol, sound, or process. See Hawaii Revised Statutes 428-108

  • Signed: includes any symbol executed or adopted by a person with the present intention to authenticate a record. See Hawaii Revised Statutes 428-101
  • State: means a state, the District of Columbia, Puerto Rico, or a United States possession, territory, or protectorate. See Hawaii Revised Statutes 431:16-205
  • State highway improvements: means capital improvements to the physical infrastructure of state highways. See Hawaii Revised Statutes 431:16-211
  • Statute: A law passed by a legislature.
  • Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
  • Testimony: Evidence presented orally by witnesses during trials or before grand juries.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Transfer: includes an assignment, conveyance, deed, bill of  sale, lease, mortgage, security interest, encumbrance, and gift. See Hawaii Revised Statutes 428-101
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • Tribunal: means :

         (1)  A court, arbitrator, administrative agency, or other body acting in an adjudicative capacity which, after presentation of evidence or legal argument, has jurisdiction to render a decision affecting a party's interests in a matter; or

         (2)  A legislative body conducting a hearing or similar process. See Hawaii Revised Statutes 428-108

  • Trustee: A person or institution holding and administering property in trust.
  • Venue: The geographical location in which a case is tried.
  • Writ: A formal written command, issued from the court, requiring the performance of a specific act.