Hawaii State Statute Code

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§414-31

Incorporators

One or more individuals may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department director for filing.

§414-36

Bylaws.

  1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
  2. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

§414-71

Authorized shares

  1. The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 414-72.
  2. The articles of incorporation must authorize:
    1. One or more classes of shares that together have unlimited voting rights; and
    2. One or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
  3. The articles of incorporation may authorize one or more classes of shares that:
    1. Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this chapter;
    2. Are redeemable or convertible as specified in the articles of incorporation:
      1. At the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;
      2. For cash, indebtedness, securities, or other property; and
      3. In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
    3. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or
    4. Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
  4. The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.

§414-83

Liability of shareholders

  1. A purchaser from a corporation of the corporation's own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (section 414-82) or specified in the subscription agreement (section 414-81).
  2. Unless otherwise provided in the articles of incorporation a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that such shareholder may become personally liable by reason of such shareholder's own acts or conduct.

§414-191

Requirement for and duties of board of directors.

  1. Except as provided in section 414-163, each corporation must have a board of directors.
  2. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under section 414-163.

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§428-103

Effect of operating agreement; nonwaivable provisions.

  1. Except as provided in subsection (b), all the members of a limited liability company may enter into an operating agreement to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.
  2. The operating agreement may not:
    1. Unreasonably restrict a right to information or access to records under section 428-408;
    2. Eliminate the duty of loyalty under section 428-409(b) or 428-603(b)(3), but the agreement may:
      1. Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
      2. Specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
    3. Unreasonably reduce the duty of care under section 428-409(c) or 428-603(b)(3);
    4. Eliminate the obligation of good faith and fair dealing under section 428-409(d), but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
    5. Vary the right to expel a member in an event specified in section 428-601(5);
    6. Vary the requirement to wind up the limited liability company's business in a case specified in section 428-801(3) or 428-801(4); or
    7. Restrict rights of third parties under this chapter, other than managers, members, or their transferees.

§428-202

Organization

  1. One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the director for filing.
  2. The existence of a limited liability company begins when the articles of organization are filed.
  3. The filing of the articles of organization by the director is conclusive proof that the organizers satisfied all conditions precedent to the creation of the organization.

§428-303

Liability of members and managers

  1. Except as otherwise provided in subsection (c), the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company. A member or manager shall not be personally liable for any debt, obligation, or liability of the company solely by reason of being or acting as a member or a manager.
  2. The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business shall not be a ground for imposing personal liability on the members or managers for liabilities of the company.
  3. All or specified members of a limited liability company shall be liable in their capacity as members for all or specified debts, obligations, or liabilities of the company if:
    1. A provision to that effect is contained in the articles of organization; and
    2. A member so liable has consented in writing to the adoption of the provision or to be bound by the provision.

§428-404

Management of the limited liability company

  1. In a member-managed limited liability company:
    1. Each member has equal rights in the management and conduct of the company's business; and
    2. Except as specified in subsection (c), any matter relating to the business of the company may be decided by a majority of the members.
  2. In a manager-managed limited liability company:
    1. The manager or managers have the exclusive authority to manage and conduct the company's business;
    2. Except as specified in subsection (c), any matter relating to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and
    3. A manager shall:
      1. Be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority of the members; and
      2. Remain in office until a successor has been elected, unless the manager resigns or is removed sooner.
  3. The only matters of a limited liability company's business that require the consent of all the members are:
    1. Amendments to the operating agreement under section 428-103;
    2. Authorization or ratification of acts or transactions under section 428-103(b)(2)(B) which would otherwise violate the duty of loyalty;
    3. Amendments to the articles of organization under section 428-204;
    4. Compromising an obligation to make a contribution under section 428-402(b);
    5. Compromising among members, an obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter;
    6. Making interim distributions under section 428-405(a);
    7. Admission of a new member;
    8. Use of the company's property to redeem an interest subject to a charging order;
    9. Consent to dissolve the company under section 428-801(2);
    10. Waiving of the right to have the company's business wound up and the company terminated under section 428-802(b);
    11. Merging the company with another entity under section [428-904(e)(1)]; and
    12. Selling, leasing, exchanging, or otherwise disposing of all, or substantially all, of the company's property with or without goodwill.
  4. Action requiring the consent of members or managers under this chapter may be taken with or without a meeting. If a meeting is otherwise required and written action in lieu thereof is not prohibited, the written action must be evidenced by one or more consents reflected in a record describing the action taken and signed by all of the members or managers entitled to vote on the action.
  5. A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member's or manager's attorney-in-fact. An appointment of a proxy is valid for eleven months unless a different time is specified in the appointment instrument. An appointment is revocable by the member or manager unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest, in which case the appointment is revoked when the interest is extinguished.