Hawaii LLC Operating Agreement Template [PDF]

The Hawaii limited liability company (LLC) operating agreement is a legal document that provides details about the contributions, rights, responsibilities, and interests of the members within the LLC.

The LLC operating agreement, or business operating agreement, further specifies the framework that the federal and state laws and regulations regarding the LLC have set. This prevents potential misunderstandings between the members of the company and enables its efficient operation.

Is an Operating Agreement Required in Hawaii?

No, the operating agreement is not a required document in Hawaii. However, many parties forming the LLC choose to draft an operating agreement to make the operation of their business entity more efficient.

4 Main Types of Operating Agreements

In Hawaii, there are four main types of operating agreements members can choose from based on multiple factors:

Types of Operating Agreements

Single-member LLC operating agreement: Used by LLCs that have one person as a member. It is less complex compared to other types of operating agreements since it doesn’t provide details about the relationship between multiple members but solely focuses on the operation of the LLC.
Multi-member LLC operating agreement: Used for LLCs with more than one member. Provides details on how the company will be operated and defines each member’s role in the organization.
Member-managed LLC operating agreement: Used when the managers decide to directly make day-to-day decisions and operate the LLC. It defines the rights and responsibilities of each member.
Manager-managed LLC operating agreement: Defines the rights and responsibilities of the professional managers for the LLCs where the members have a passive decision-making role and don’t participate in day-to-day management.

Laws and Legal Requirements for LLC Operating Agreements in Hawaii

Title 32A, Chapter 428, called the Uniform Limited Liability Company Act, is an act that regulates the status of LLCs in Hawaii.

Moreover, Section 428-103 provides details on the effects and non-waivable provisions of the operating agreement, while Section 428-101 provides a definition of the operating agreement as follows:

“Operating agreement means the agreement under section 428-103 concerning the relations among the members, managers, and limited liability company. The term includes amendments to the agreement.”

How to Form a Limited Liability Company (LLC) in Hawaii

Follow the steps below to learn the best way to form an LLC in Hawaii:

How to Form a (LLC) in Hawaii

#1. Choose a Name For Your LLC

When choosing a business name for your LLC, you must pick a distinguishable business name. A distinguishable business name is one that is not similar to any other business name used by another company registered in Hawaii.

You can go to the Hawaii Business Express database and check if the business name you are planning to use is distinguishable enough from other registered names.

#2. Choose the Type of LLC

In Hawaii, the main differentiation is between domestic and foreign LLCs. The domestic LLC is a company that is established within the State of Hawaii, while the foreign LLC is a company that is established outside the State of Hawaii.

#3. Nominate an Agent

That can be one of the members or employees of the LLC or a third natural or legal person. It is important that the agent have a registered address in Hawaii or authorization to conduct business in Hawaii. The main role of a registered agent is to accept important documents on behalf of the LLC.

#4. File the Articles of Organization

Domestic LLCs must submit the Articles of Organization. You can submit this document online or by submitting the Form LLC-1 via mail.

For foreign LLCs, you must submit the Application for Certificate of Authority for Foreign LLC. Here, you can also apply online or by submitting the form FLLC-1.

#5. Pay the Required Fee

If you are submitting your application online, you will be guided to pay the application fee of $50 using your credit or debit card.

If you are submitting your application via mail, you should attach a check to your application and send it to the following address:

Department of Commerce and Consumer Affairs, Business Registration Division, P.O. Box 40, Honolulu, Hawaii 96810.

#6. Create your LLC Operating Agreement

Although not required, you can still create the operating agreement and provide all the details that are not included in your LLC formation documents.

#7. Apply For an Employer Identification Number (EIN)

With this document, you will be able to complete certain transactions and hire employees for your company. You can apply for an EIN online or by filling out Form SS-4.