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50-State Surveys › LLC Operating Agreement Requirements by State › Hawaii

Hawaii: LLC Operating Agreement Requirements

verified against the statute 2026-07-27 15 statute sources

The short answer

Hawaii does not require a domestic LLC to adopt an operating agreement. All members may enter one, while Chapter 428 supplies equal-management, headcount-voting, equal-distribution, unanimous-amendment, admission, and transfer defaults for matters it does not change. The articles—not the private agreement alone—must designate a manager-managed company.

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This is the general rule in Hawaii. Ezel applies current Hawaii law to your specific facts and answers with citations to the statutes.

Governing law and document nameHawaii Uniform Limited Liability Company Act; 'operating agreement' (HRS §§ 428-101, 428-103)
Required or optionalOptional; all members may enter one, and Chapter 428 governs matters it does not address (HRS § 428-103(a))
Permitted form and signaturesSection 428-103 states no general writing or signature condition; record-form agreements, written actions in lieu, and proxies have separate record/signature rules. No agreement-level witness, acknowledgment, or notary condition is stated (HRS §§ 428-101, 428-404(d)-(e), 428-408(c))
Adoption timing and effectNo stated adoption deadline or preformation-effect rule; LLC existence begins when articles are filed, and Chapter 428 supplies defaults until an agreement governs (HRS §§ 428-103(a), 428-202(b))
Single member and assentOne-member LLC expressly permitted; the sole member may act as all members. An admitted transferee is subject to the agreement; later admission otherwise needs all-member consent (HRS §§ 428-202(a), 428-404(c)(7), 428-503(a)-(b))
Management and authority defaultsMember-managed unless articles designate manager management; equal member rights and member majority for ordinary matters, with specified unanimous matters. Ordinary-course member/manager agency follows the public management form (HRS §§ 428-101, 428-203(a)(5), 428-301, 428-404)
Voting, economic, and transfer defaultsVotes count members/managers equally; interim distributions are equal and require all-member approval; new members require unanimity. A transferee receives distributions only unless admitted (HRS §§ 428-404, 428-405, 428-502 to -503)
Nonwaivable rules and dutiesCannot unreasonably restrict information, eliminate loyalty or good faith, unreasonably reduce care, vary specified judicial expulsion/winding-up rules, or restrict protected third-party rights; unlawful distributions can create personal liability (HRS §§ 428-103(b), 428-407, 428-409, 428-601(5), 428-801(3)-(5))
Amendment, filing, and recordsDefault unanimous amendment; filed articles are separate and protect detrimental outsider reliance, while the agreement controls insiders. A member may request a copy of any agreement in record form (HRS §§ 428-203(c), 428-204, 428-404(c)(1), 428-408(c))

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Requirements one by one

Governing law and document name

Hawaii Revised Statutes chapter 428 is the Hawaii Uniform Limited Liability
Company Act. HRS § 428-101 defines the operating agreement as the
agreement under § 428-103 concerning relations among members, managers, and the
LLC, including later amendments.

Required or optional

The agreement is optional. HRS § 428-103(a) says all members “may enter into”
one and makes Chapter 428 the fallback for a matter the agreement does not
address.

Permitted form and signatures

HRS § 428-103(a)'s agreement rule states no general writing or signature
condition. HRS § 428-408(c) separately addresses an agreement “in record form”
and lets a member request a copy by signed record. Chapter 428 states no
agreement-level witness, acknowledgment, or notarization condition.

Do not transfer that flexibility to every related act. HRS § 428-404(d)-(e),
for example, requires a signed record for written action in lieu of a required
meeting and a signed appointment instrument for a proxy.

Adoption timing and effect

HRS § 428-202(b) says the LLC's legal existence begins when its articles are
filed. HRS § 428-103 states no general adoption deadline and no separate rule
giving preformation terms effect before the LLC exists. Until an agreement
changes a default, subsection (a) makes Chapter 428 control.

Single member and assent

HRS § 428-202(a) expressly permits a company consisting of one member. That
sole member is all of the company's members for § 428-103(a)'s agreement rule.

For a later owner, HRS §§ 428-502 and 428-503 separate admission from economics.
A transferee initially gets only the transferred distributions. Under HRS
§ 428-503(a)-(d), the transferee becomes a member only under authority in the
agreement or with all other members' consent; once admitted, the transferee is
subject to the agreement.

Management and authority defaults

HRS § 428-101 and HRS § 428-203(a)-(c) make member management the default.
Manager management requires that designation in the filed articles, not merely
a private selection in the operating agreement.

HRS § 428-404 gives members equal management rights and lets a majority of
members decide ordinary business matters. In a manager-managed company, the
manager or managers hold exclusive management authority and a manager majority
decides. The statute reserves listed matters for all-member consent, including
amending the agreement, making an interim distribution, admitting a new member,
and disposing of substantially all company property.

Authority follows that public structure. HRS § 428-301(a)-(b) makes each member
an ordinary-course agent in a member-managed company. In a manager-managed
company, membership alone creates no agency; each manager has ordinary-course
authority instead.

Voting, economic, and transfer defaults

Hawaii counts people, not ownership percentages, for its ordinary management
default. HRS § 428-404 gives each member or manager equal rights and uses a
majority of those people for ordinary decisions.

HRS § 428-405(a) separately makes pre-dissolution distributions equal. HRS
§ 428-404(c) requires all-member consent to make an interim distribution and to
admit a new member. HRS §§ 428-502 and 428-503 keep a mere transferee outside
management and information rights unless the transferee is admitted as a
member.

Nonwaivable rules and duties

HRS § 428-103(b) supplies the contract floor. An agreement cannot unreasonably
restrict information, eliminate loyalty or good faith, unreasonably reduce
care, vary the specified judicial-expulsion and winding-up rules, or restrict
Chapter 428 rights held by protected third parties.

HRS § 428-409 defines loyalty, care, and good faith. Loyalty may be narrowed by
specific, not-manifestly-unreasonable categories or a full-disclosure
ratification method; care may be reduced only reasonably; and good-faith
performance standards may be set only if not manifestly unreasonable.

The preserved court rules matter. HRS § 428-601(5) permits judicial expulsion
for specified wrongful conduct or material breach, while HRS § 428-801(3)-(5)
preserves illegality and judicial winding-up events. HRS § 428-407(a) can also
make a member or manager personally liable for an unlawful distribution when
the § 428-409 duty standard was not met.

Amendment, filing, and records

HRS § 428-404(c)(1) defaults to unanimous amendment. The private agreement and
public articles do different jobs: HRS § 428-203(b)-(c) permits agreement terms
in the articles and makes the agreement control an inconsistency among
insiders, while the articles protect an outsider who detrimentally relies on
them. Article amendments are separately filed under HRS § 428-204.

If the agreement is in record form, HRS § 428-408(c) lets a member demand a
copy at the company's expense. Information and record access cannot be
unreasonably restricted under HRS § 428-103(b)(1).

What trips people up

A manager-managed clause needs matching articles. Chapter 428's definition
keys manager management to the filed articles, so a private selection alone
does not change the statutory public form or agency structure.

The fallback math is equal, not percentage-based. Equal management rights
and equal distributions apply unless the agreement replaces them. A capital
schedule by itself should not be mistaken for the statutory voting or
distribution rule.

A transfer is not automatic membership. The transferee receives economic
rights first. Management, voting, and ordinary information rights require
admission under HRS § 428-503.

Common questions

Can members approve an action without holding a meeting? Yes. HRS
§ 428-404(d) permits action requiring member or manager consent with or without
a meeting, subject to its signed-record rule for written action in lieu of a
required meeting.

Can a member vote through a proxy? Yes. HRS § 428-404(e) permits a member
or manager to appoint a proxy through a signed appointment instrument.

Can a transferee ever seek dissolution without becoming a member? In the
limited circumstances stated in HRS § 428-503(e)(3), a nonmember transferee may
seek the equitable winding-up determination described in HRS § 428-801(5).

Statutes and sources

Source links

Every statute quoted above, linked, with the date we checked it.

HRS § 428-101 · accessed 2026-07-27
HRS § 428-103 · accessed 2026-07-27
HRS § 428-202 · accessed 2026-07-27
HRS § 428-203(a)-(c) · accessed 2026-07-27
HRS § 428-204 · accessed 2026-07-27
HRS § 428-301(a)-(b) · accessed 2026-07-27
HRS § 428-404 · accessed 2026-07-27
HRS § 428-405(a) · accessed 2026-07-27
HRS § 428-407(a) · accessed 2026-07-27
HRS § 428-408 · accessed 2026-07-27
HRS § 428-409 · accessed 2026-07-27
HRS § 428-502 · accessed 2026-07-27
HRS § 428-503(a)-(d) · accessed 2026-07-27
HRS § 428-601(5) · accessed 2026-07-27
HRS § 428-801(3)-(5) · accessed 2026-07-27
This page is general legal information about state-law operating-agreement rules for an ordinary domestic limited liability company, not legal advice or a substitute for an agreement tailored to a particular company's owners, assets, financing, tax treatment, licenses, or disputes. A state may permit an oral, implied, or unsigned operating agreement while a separate law still requires a particular promise or transaction to be signed, recorded, approved, or disclosed. The statutory defaults apply when a valid agreement does not replace them, and some duties and remedies cannot be waived. Foreign LLCs, professional LLCs, series structures, and regulated businesses may face additional rules. Verified against the official statute text on the date shown; confirm current law and obtain licensed legal advice before relying on it for a particular company or transaction.

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