LLC Statement-of-Authority and Third-Party Reliance Requirements in Hawaii

Short answer Hawaii’s current LLC Act does not provide a separate general statement-of-authority filing, denial, certified-copy recording effect, or automatic expiration rule. Its articles instead disclose the management form and initial members or managers and can control over a conflicting operating agreement for a nonmember who relies to the person’s detriment. The Act separately protects a value-giving person without knowledge who receives a qualifying member- or manager-signed real-property instrument, and a narrow statement of dissociation gives outsiders notice after 90 days.

State

Hawaii

Statute checked

August 30, 2026

Sources

4 statutes

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At a glance

Governing law, public authority device, and scope	Hawaii Uniform LLC Act, HRS ch. 428; ordinary domestic LLC. No separate general statement-of-authority device; public articles identify management form/initial members or managers, § 428-301 supplies agency and realty-instrument rules, and § 428-704 provides only a narrow dissociation notice
Eligible filer, public filing office, and form	No general authority-statement filer or named-grantee denial. Dissociated member or LLC may file a narrow statement of dissociation in director’s office; articles/amendments use their separate Part II filing routes (§§ 428-203 to -206, -704)
Person or position, grant or limit, and transaction scope	No stand-alone person/position grant/limit statement. Articles list every initial member for member management or every initial manager plus initial member count for manager management; statutory agency follows that management form and transaction scope (§§ 428-203, -301)
Company identity, addresses, caption, and required contents	N/A No authority-statement identity, address, affected caption/date, named person/position, transaction category, or realty-description contract. Articles separately state LLC identity/office/agent, organizers, term, management form and initial names, and liability election; dissociation statement states LLC name and dissociation (§§ 428-203, -704)
Signer, delivery, effective time, fee, and acceptance	N/A No authority-statement signer, delivery, acknowledgment, effective time, acceptance, or statement-specific fee. Articles/amendments and the narrow dissociation statement use their own chapter filing mechanics (§§ 428-205 to -206, -704)
Non-realty reliance, knowledge, and outsider effect	No filed-grant conclusiveness. Articles prevail over conflicting operating agreement for nonmembers/transferees who rely to detriment. Ordinary-course member/manager act binds unless actor lacked authority and counterparty knew/had notice; outside-course act needs authorization (§§ 428-203(c), -301(a)-(b))
Realty certified copy, recording, and constructive notice	No LLC-statement certified-copy recording or deemed-knowledge rule. Unless articles limit authority, member of member-managed or manager of manager-managed LLC may sign/deliver realty instrument; instrument is conclusive for value-giving person without knowledge of signer’s lack of authority (§ 428-301(c))
Amendment, denial, cancellation, expiration, and dissolution	N/A No general statement amendment, denial, cancellation, automatic expiration, renewal, dissolution cancellation, or postdissolution statement. Separate dissociation statement charges outsiders with notice after 90 days; postdissolution acts bind under winding-up/no-notice rules (§§ 428-704, -804)
No-device states, agency alternatives, and title boundaries	Use current articles for management form/initial names and outsider reliance, operating agreement for internal allocation, § 428-301 for member/manager agency and realty instruments, and § 428-704 for dissociation notice. None certifies actual/apparent authority, deed validity, title, value, good faith, knowledge, notice, priority, or protected reliance in a particular deal

Requirements one by one

Hawaii uses public articles, not a separate authority statement

The complete current Chapter 428 contains no filing comparable to a uniform- act statement of authority. There is therefore no general authority-statement filer, named-person or position grant or limit, denial, statement-specific fee or effective time, certified-copy realty overlay, or automatic expiration rule.

The public articles perform part of that work differently. Under HRS § 428-203, they identify member or manager management and name every initial member or every initial manager. They may include lawful additional matters. If an operating agreement conflicts with the articles, the agreement controls internally, but the articles control for a nonmanager, nonmember, or nontransferee who relies on them to the person’s detriment.

Outsider binding turns on management form, transaction scope, and knowledge

Section 428-301(a) makes each member an agent of a member-managed company for its business. An apparently ordinary-course act binds unless the member lacked authority and the counterparty knew or had notice of that lack; an act outside the apparent ordinary course needs authorization by the other members.

In a manager-managed company, member status alone creates no agency. A manager has the parallel ordinary-course agency rule, while an outside-course act needs the authorization identified in the statute. This is not a filed-grant conclusiveness or filed-limitation notice system.

Realty instruments have a separate conclusive effect

Under § 428-301(c), unless the articles limit authority, any member of a member-managed LLC or manager of a manager-managed LLC may sign and deliver an instrument transferring or affecting the company’s real-property interest. The instrument is conclusive for a person who gives value without knowledge of the signer’s lack of authority.

Chapter 428 does not add a separate authority-statement certified-copy recording or deemed-knowledge system. Deed execution, acknowledgment, ordinary recording, title, fraud, and priority remain outside this survey.

Dissociation has a narrow public notice filing

Section 428-704 is narrower than a statement of authority. A dissociated member or the LLC may file a statement giving the company name and saying the member is dissociated. For the cited agency provisions, an outsider is deemed to have notice ninety days after filing. The record does not grant authority, name a position, create a denial procedure, or carry a five-year term.

After dissolution, § 428-804 separately binds the LLC for an appropriate winding-up act or an act that would have bound it before dissolution when the other party lacks notice of dissolution. It does not create a postdissolution authority statement.

What trips people up

The articles are not the uniform-act statement. They identify the initial governance roster but have no denial or five-year lifecycle.
Internal and outsider effects split. A conflicting operating agreement controls internally while the articles can control for a qualifying relying outsider.
Realty conclusiveness attaches to the instrument. It is not conditioned on recording a certified copy of a separate authority statement.
The dissociation filing is notice, not a general authority record. Its deemed-notice effect begins after ninety days.

Common questions

Can a Hawaii LLC file the uniform-act authority statement?

Not under current Chapter 428. It uses articles, operating-agreement allocation, member-or-manager agency, and a realty-instrument rule instead.

Do the articles prove every current signer’s authority?

No. They disclose the initial governance structure and can affect qualifying outsider reliance, but current company records, the transaction, authority, and knowledge still matter.

Can the LLC publicly flag a member’s dissociation?

Yes. Section 428-704 permits a statement of dissociation and charges outsiders with notice after ninety days for the cited agency rules.

Is a certified authority statement required for a realty instrument?

No separate statement exists. Section 428-301(c) supplies its own signer, value, and knowledge rule for the instrument.

Statutes and sources

HRS § 428-203 — public articles, initial member/manager disclosures, and outsider reliance.
HRS § 428-301 — member/manager agency, ordinary-course and outside-course acts, realty signer, value, knowledge, and conclusiveness.
HRS §§ 428-704 and 428-804 — dissociation notice and postdissolution winding-up/binding boundary.

All quotations are from the current official Hawaii Revised Statutes pages, accessed August 30, 2026.

Source links

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

Haw. Rev. Stat. § 428-203 · accessed 2026-08-30

Haw. Rev. Stat. § 428-301 · accessed 2026-08-30

Haw. Rev. Stat. § 428-704 · accessed 2026-08-30

Haw. Rev. Stat. § 428-804 · accessed 2026-08-30

This page is general legal information about statutory public records that may grant or limit authority to bind an ordinary domestic LLC, including filing, signing, contents, amendment, denial, cancellation, expiration, non-real-property reliance, and any certified-copy real-property recording effects, not legal, title, closing, recording, agency, transaction, contract, fraud, litigation, or due-diligence advice. A current operating agreement, articles or certificate, management form, member and manager records, resolutions, delegations, powers of attorney, filed statements, amendments, denials, cancellations, dissolution records, land records, transaction documents, value, knowledge, notice, good faith, and disputed facts can change whether anyone may act and whether another person may rely. A public filing does not necessarily prove actual or apparent authority, validate a deed or lien, establish recording priority, or eliminate the need to review later records, and some states provide no comparable public statement device. This survey does not select a signer, certify authority or title, decide where to record, or determine whether reliance is protected in a particular transaction. Verified against the cited official sources on the date shown; review the complete company and public record and obtain licensed advice before relying on or recording an authority statement.

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