The Hawaii LLC operating agreement is a legal document that is created to provide assistance in designing an outline of the company’s standard operating procedures, organization of the policies of the business and other important portions of the business. All decisions must be unanimously agreed upon by all managing members.
The State of Hawaii does not require any business to have the document in place. Without the document, however, the members will not be free of personal liability, should the company be faced with litigation. The document provides a separation of personal assets from those of the business. Implementation of the document will also provide tax benefits which would normally be unavailable without the form in place.
The member(s) should carefully review the document in its entirety to be certain that all members clearly understand the document’s contents. In the event that there is any confusion, the member(s) may choose to consider consultation with a knowledgeable business attorney to clarify.
Table of Contents
Multi-Member – For entities involving more than one (1) member/owner. The document shall establish relationships between members as well as policies of the business.
Single-Member – For use by a single owner to provide, in writing, information with regard to their business practices. The owner will have the ability to maintain a separate legal identity for the member’s/owner’s personal assets.
Applicants must decide upon a business name as the first step of the LLC filing process. The name chosen must be completely unique and distinguishable from other business names on the records of the Hawaii Department of Commerce and Consumer Affairs. By performing a of their business database, you will be able to ascertain whether or not your desired operating name is available.
Step 1 – Registered Agent
The LLC must appoint a Registered Agent to receive legal documents on behalf of the business. A Registered Agent may be an individual with residence in Hawaii or an entity with the authorization to conduct business in Hawaii.
Step 2 – Which Type
The type of LLC you create will be based on your desired filing method (online or paper) and whether the LLC is Domestic or Foreign. Select one of the following filing options:
- Domestic – Formed within the State of Hawaii
- File – Adobe PDF or
- Foreign – Formed outside the State of Hawaii
- File – *Adobe PDF or
*Foreign applications filed via Adobe PDF must include a Certificate of Existence authorized by the government official having custody of the company records in the jurisdiction of initial formation, and dated no more than sixty (60) days prior to filing the application.
Step 3 – Filing Fee
Online filers will be instructed to pay the $50 fee by credit card before completing the filing process. Those filing via Adobe PDF will need to attach a check made out to the ‘Department of Commerce and Consumer Affairs’ and submit all articles to the address below.
Department of Commerce and Consumer Affairs, Business Registration Division, P.O. Box 40, Honolulu, Hawaii 96810
Step 4 – Operating Agreement
It is recommended, though not legally required in the State of Hawaii, that LLCs adopt an operating agreement to standardize the rules and regulations by which the ownership and management shall operate. The agreement provides legal documentation that the LLC member(s) and their personal assets are separate from those of the company, which is typically useful in the event of litigation.
Step 5 – Employer Identification Number (EIN)
The Employer Identification Number (EIN) is issued by the Internal Revenue Service (IRS) as a means of identifying business entities for tax purposes. Without an EIN, the company will not be able to legally pay employees, apply for bank accounts, or request financing. Applying for an EIN is a simple process that can be accomplished both and through Adobe PDF Forms SS-4.
Step 1 – Establish the document by submitting the name of the entity into the first line at the top of the form.
Step 2 – Agreement – Provide the date in which the agreement shall be entered into between members/owners.
- Check the applicable box
- Submit all of the required information behind the checked box:
- Single-Member – Submit the company name and the state where the company resides. Enter the member’s name. Submit a business address
- Multi-Member – Provide the name and address for each member
Step 3 – Name and Principal Place of Business – Submit the following:
- Company name
- Address where the business is situated
- The city where the business will reside
Read the remaining information in this section. Enter the following information as it is required:
- Provide a date in which the company is formed, in dd/mm/yy format
- Read the information within the following two titles:
Member Capitol Contributions –
- Check the box that applies
- Single-Members – Read all of the information contained within the paragraph
- Multi-Members – Submit the names of all members and each member’s contributions (respectively)
- All members must carefully review the remaining information as follows:
Distributions – Members must review the information under this title:
- Check the box that applies
- Single-Members – Read the information behind the box
- Multi-Members – Provide the members’ names. Enter each member’s Percentage of Ownership
- All members must continue to read the remaining information in this section
Step 4 – Books, Records and Tax Returns –
- Check an appropriate box
- Review all information behind the box selected
Continue by reviewing the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Review all of the information provided under this title
- Multi-Members – Read all of the information beyond the box
- Enter the allowable limits into each of the four (4) lines provided
Step 5 – Titled Sections (and subsections) – Members must check the box, if applicable, and review the following:
- Meetings of Members – Enter an annual date when members should expect to meet one time per year
- Assignment of Interests
- Ownership of Company Property (Single-Member only) – Check the box and review the information under this title
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the appropriate box and review all of the applicable information behind each box
- Representations of Members
- Certificates Evidencing Membership – Multi-Member – Submit the name of the company and the date of effectiveness, in dd/mm/yy format
- Indemnification (Single-Members)
Step 6 – Signatures –
- Submit the date of the execution of the document, in dd/mm/yy format
- Submit the company’s name
- Provide a signature of any company representative in the “By:” line
- Members must provide signatures
Once the document is complete and all members agree on all sections of the document, copies must be provided to all members for their personal record keeping. The document must be kept in a safe location.