Protected and Registered Series LLC Formation Requirements in Hawaii

Short answer Hawaii Chapter 428 provides for an ordinary LLC organized by filing articles of organization. The current complete Chapter 428 index and the official Volume 8 chapter listing provide no domestic protected, registered, or designated series establishment procedure or statutory interseries asset rule. Ordinary articles may include operating-agreement provisions, but that permission does not create a statutory protected series.

State

Hawaii

Statute checked

September 27, 2026

Sources

6 statutes

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At a glance

Governing act and covered entity	HRS ch. 428, Uniform Limited Liability Company Act; ordinary LLC is distinct from its members (§§ 428-201, -202).
Domestic series route	No domestic series route in current complete Chapter 428 and Volume 8 chapter indexes; § 428-202 establishes an ordinary LLC.
Parent LLC authorization and notice	Ordinary articles state listed LLC information and may include agreement terms; no statutory parent-series notice or authorization (§ 428-203(a)-(b)).
Who creates a series and when	N/A to domestic series; one or more organizers deliver ordinary articles, with LLC existence beginning on filing (§ 428-202(a)-(b)).
Series-level public filing	N/A to domestic series; ordinary articles go to the director, whose filing proves organizational prerequisites (§ 428-202).
Series name	N/A to domestic series; ordinary articles state the LLC name (§ 428-203(a)(1)).
Records and associated assets	N/A to domestic series; Chapter 428 has no series asset-association record requirement.
Statutory asset segregation	No parent/series or interseries liability-segregation rule in current Chapter 428; § 428-201 addresses ordinary LLC identity.
Changes and termination	N/A to domestic series; Chapter 428 has no series designation or termination filing.
Outside scope and effect limits	Domestic-formation finding only; foreign-series recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts.

Ordinary LLC procedure under Chapter 428

HRS § 428-201 makes the ordinary LLC a legal entity distinct from its members. Under § 428-202(a), one or more people organize an LLC by delivering articles to the director for filing. Section 428-202(b) makes filing the start of its existence, and § 428-202(c) makes the filing conclusive proof that the organizers satisfied the prerequisites. The articles include the LLC name under § 428-203(a)(1).

The complete official Chapter 428 section index and Volume 8 chapter listing provide no domestic protected-, registered-, or designated-series establishment provision. The chapter has no statutory parent/series liability-segregation rule.

What trips people up

Section 428-203(b) permits ordinary articles to contain operating-agreement provisions or other lawful matters. It does not provide a public series designation or a statutory separation of one internal division's assets from another's.

Common questions

Does filing articles establish both an LLC and a protected series? No. The filing described in § 428-202(a)-(b) establishes the ordinary LLC; current Chapter 428 has no separate domestic series establishment filing.

Does an LLC's separate legal identity make each internal division a separate entity? Section 428-201 makes the LLC distinct from its members. It does not confer separate legal personality on an internal division.

Statutes and sources

HRS § 428-201: “A limited liability company is a legal entity distinct from its members.” https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0201.htm (accessed 2026-09-27).
HRS § 428-202(a): “One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the director for filing.” https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0202.htm (accessed 2026-09-27).
HRS § 428-202(b): “The existence of a limited liability company begins when the articles of organization are filed.” https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0202.htm (accessed 2026-09-27).
HRS § 428-202(c): “The filing of the articles of organization by the director is conclusive proof that the organizers satisfied all conditions precedent to the creation of the organization.” https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0202.htm (accessed 2026-09-27).
HRS § 428-203(a)(1): “Articles of organization of a limited liability company shall set forth: (1) The name of the company;” https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0203.htm (accessed 2026-09-27).
HRS § 428-203(b): “Articles of organization of a limited liability company may set forth: (1) Provisions permitted to be set forth in an operating agreement; or (2) Other matters not inconsistent with law.” https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0203.htm (accessed 2026-09-27).

Source links

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

HRS § 428-201 · accessed 2026-09-27

HRS § 428-202(a) · accessed 2026-09-27

HRS § 428-202(b) · accessed 2026-09-27

HRS § 428-202(c) · accessed 2026-09-27

HRS § 428-203(a)(1) · accessed 2026-09-27

HRS § 428-203(b) · accessed 2026-09-27

This page gives general legal information about an ordinary domestic LLC's statutory route to establish a protected, registered, or designated series. It is not legal, tax, or financial advice. Governing documents, public filings, asset records, contracts, and the current statute determine which rules apply. The table does not determine whether a series is valid or its assets are protected in a particular dispute. Foreign-state, bankruptcy, tax, regulated-entity, and creditor rules may differ. Confirm current official law and obtain licensed advice for a specific structure or dispute.

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