LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Hawaii
At a glance
| Governing law, entity, manager, member, and scope | Hawaii Uniform Limited Liability Company Act, HRS chapter 428; ordinary domestic manager-managed LLC and a person vested with manager authority under § 428-301(b)—not a member acting only as member, organizer, registered agent, employee, winding-up actor, or regulated entity |
|---|---|
| Manager-managed election and operating-agreement override | The articles must designate manager management, name each initial manager, and state the initial member count. The operating agreement governs member-manager-company relations and overrides chapter defaults except § 428-103(b)'s nonwaivable limits; articles protect detrimental third-party reliance (§§ 428-101, -103, -203) |
| Appointment actor, threshold, and record | Articles name every initial manager; designation, appointment, election, removal, and replacement require majority-of-members vote, approval, or consent—member headcount, not a stated economic percentage. Action may be without a meeting, but written action in lieu of an otherwise-required meeting needs a record signed by all entitled voters (§§ 428-203(a)(5), -404(b)(3), (d)) |
| Eligibility, number, and term | A manager may be a member or nonmember and a statutory 'person,' including an individual or entity; the Act contemplates one or multiple managers. No express age, residency, licensing, or fixed manager term; default holdover lasts until a successor is elected unless earlier resignation or removal (§§ 428-101, -404(b)) |
| Removal actor, threshold, notice, cause, and timing | A majority of the members may remove a manager. The Act states no default cause, advance-notice, acceptance, filing, or effective-time condition; no-meeting records and proxies follow § 428-404(d)-(e), and valid operating-agreement terms control additional requirements (§§ 428-103, -404(b)(3)) |
| Resignation, acceptance, timing, and successor | A manager may resign before a successor is elected, but the Act gives no separate resignation form, signature, recipient, notice period, acceptance, filing, future-date, or future-event rule. The agreement controls those details and advance successor selection (§§ 428-103, -404(b)(3)) |
| Vacancy, successor, holdover, death, and incapacity | A manager holds over until a successor is elected unless earlier resignation or removal; replacement uses the same majority-of-members default. No general manager-vacancy notice, remaining-manager filler, death, incapacity, entity-termination, disqualification, qualification, or term-expiration procedure (§ 428-404(b)(3)) |
| Member-manager status, dissociation, and filings | Member dissociation ends membership and participation as a member but does not expressly remove a separately appointed nonmember-eligible manager; manager cessation likewise does not itself end membership. Articles name initial managers, and each annual report names every current manager; an optional articles amendment requires all-member consent (§§ 428-101, -203 to -204, -210, -404(c)(3), -601 to -603) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | The Act states no special debt-discharge or survival rule triggered by manager cessation. Status alone does not create company-debt liability, but agency, authorized or actionable conduct, unlawful distributions, fiduciary duties, agreement and employment rights, member judicial expulsion, and dissolution remain separate (§§ 428-301 to -303, -407, -409, -601) |
Requirements one by one
Manager management begins in the articles
Hawaii differs from states that put the management election only in the operating agreement. HRS § 428-101 and § 428-203(a)(5) require the articles to designate the company as manager-managed, name and address each initial manager, and state the number of initial members.
Internally, however, the operating agreement controls over inconsistent articles language except for nonwaivable rules. Under § 428-103, Chapter 428 supplies the defaults where the agreement does not govern. The articles can still control for an outsider who relies on them to that person's detriment.
Member headcount controls appointment and replacement
Under § 428-404(b)(3), a manager must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority of the members. The statute uses member headcount, not a stated distributional- interest or capital-contribution percentage.
Action may occur with or without a meeting. If a meeting is otherwise required and written action is used in its place, however, subsection (d) requires one or more records describing the action and signed by every member entitled to vote. A proxy uses a signed appointment instrument and lasts eleven months unless the instrument specifies another period.
Holdover is explicit; resignation and vacancy mechanics are not
The manager remains in office until a successor is elected unless the manager resigns or is removed sooner. This avoids an office ending merely because successor selection has been delayed, but Chapter 428 gives no separate manager-resignation form, delivery recipient, advance period, acceptance rule, or future-effective mechanism.
The Act likewise gives no general manager-vacancy notice or procedure keyed to death, incapacity, entity termination, disqualification, successor qualification, or a fixed manager term. The operating agreement supplies those details. When a replacement is needed, § 428-404(b)(3) returns to the majority-of-members rule.
Member dissociation and manager office remain distinct
HRS §§ 428-601 and 428-603 end membership and the dissociated person's right to participate in management as a member. They do not state that dissociation removes a separately appointed manager, and § 428-101 expressly permits a manager who is not a member. The operating agreement or a majority-member removal therefore governs manager office separately.
The reverse is also separate: Chapter 428 does not make manager resignation or removal a member-dissociation event. The original articles must name initial managers. Under § 428-210, each later annual report must identify every current manager and the number of members as of the report's statutory snapshot date. An articles amendment is permitted by § 428-204, but subsection 404(c)(3) requires all-member consent for that amendment.
Ending office does not decide the other legal layers
HRS § 428-303 says manager status alone does not make company debt the manager's debt. Chapter 428 states no separate rule discharging or preserving a former manager's own obligations solely because the office ends.
Section 428-301 separately addresses manager agency. Under § 428-302, the company is liable for actionable conduct by a manager acting in the ordinary course or with company authority; § 428-407 addresses unlawful- distribution liability; and § 428-409 applies statutory standards of conduct to managers. Section 428-601(5) addresses judicial expulsion of a member, not an ordinary manager-removal procedure. A manager change therefore does not itself decide authority, employment or service contracts, compensation, fiduciary claims, member expulsion, or dissolution.
What trips people up
- A majority means members, not economic interests. Chapter 428 does not make the default appointment or removal vote proportional to distributions or contributions.
- Written action can be stricter than the substantive vote. If it replaces an otherwise-required meeting, the record must be signed by all members entitled to vote even though the manager-transition threshold is a majority.
- “Until a successor” is a holdover, not a resignation procedure. The Act recognizes earlier resignation but supplies none of the delivery, acceptance, or timing mechanics.
- Articles and annual reports do different jobs. Articles identify initial managers; the annual report identifies every current manager as of its snapshot date.
Common questions
May an entity serve as a Hawaii LLC manager?
Yes. The Act defines manager as a “person,” and its person definition includes individuals and entities.
Does Hawaii require cause to remove a manager?
Section 428-404 states the majority-member approval rule but no cause condition. The operating agreement must be checked for any added cause, notice, or process requirement.
Does member dissociation automatically remove the person as manager?
Not under the cited statutory defaults. Section 428-603 ends member status, while § 428-404 separately continues manager office until a successor is elected, resignation, or removal.
Must the annual report list every manager?
Yes. A manager-managed LLC's report must give the name and address of each manager and the number of members, reflecting the company as of the statutory quarterly snapshot date.
Statutes and sources
- HRS §§ 428-101, -103, and -203 to -204 — manager, manager-managed, person, entity, and operating-agreement definitions; governing-document hierarchy; initial-manager articles information; and articles amendment. Official § 428-101 (accessed August 29, 2026).
- HRS §§ 428-210 and 428-404 — current-manager annual reports; manager appointment, election, removal, replacement, member-majority approval, holdover, resignation, no-meeting action, and proxies. Official § 428-404 (accessed August 29, 2026).
- HRS §§ 428-301 to -303, 428-407, and 428-409 — manager agency, company liability for actionable conduct, status-only debt protection, unlawful- distribution liability, and manager conduct standards. Official § 428-301 (accessed August 29, 2026).
- HRS §§ 428-601 and -603 — member-dissociation events, judicial member expulsion, termination of member participation rights, and continuing pre- dissociation duties. Official § 428-603 (accessed August 29, 2026).
Source links
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