ARTICLES OF ORGANIZATION

OF

[NAME OF LLC]

[// GUIDANCE: This template is designed for formation of a standard, single–series, domestic limited liability company under the Hawaiʻi Uniform Limited Liability Company Act, Haw. Rev. Stat. ch. 428. It is intentionally drafted to exceed minimum statutory requirements so that, once accepted for filing, it also functions as a durable “internal charter” that allocates risk, dispute-resolution options, and management authority among Members and Managers. Delete or tailor any optional bracketed language before filing.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Title. These Articles of Organization (the “Articles”) are executed for the purpose of forming a limited liability company (the “Company”) pursuant to the Hawaiʻi Uniform Limited Liability Company Act, Haw. Rev. Stat. § 428-203 (2023).

2. Effective Date. The Company shall come into existence upon the later of:
   (a) the date of acceptance of these Articles for filing by the Director of the Department of Commerce & Consumer Affairs of the State of Hawaiʻi (“DCCA”); or
   (b) [DELAYED EFFECTIVE DATE, NOT TO EXCEED 90 DAYS FROM FILING].

3. Jurisdiction. The Company shall be governed by, and these Articles shall be construed in accordance with, the laws of the State of Hawaiʻi.

4. Recitals.
   WHEREAS, the Organizer desires to form a limited liability company for any lawful business purpose; and
   WHEREAS, the Members wish to obtain the benefit of limited liability while setting forth their mutual rights and obligations;
   NOW, THEREFORE, the Organizer hereby adopts these Articles.

II. DEFINITIONS

For purposes of these Articles, capitalized terms have the meanings set forth below. Defined terms appear alphabetically for ease of reference.

“Act” means the Hawaiʻi Uniform Limited Liability Company Act, Haw. Rev. Stat. ch. 428, as amended.
“Articles” means these Articles of Organization, as amended from time to time.
“Company” means [NAME OF LLC], the limited liability company formed hereby.
“DCCA” means the Hawaiʻi Department of Commerce & Consumer Affairs, Business Registration Division.
“Member” means a Person admitted to the Company as a member under the Act.
“Manager” means a Person vested with management authority under Section III.6.
“Operating Agreement” means the agreement referenced in Section III.9 governing internal affairs.
“Person” means any individual or entity recognized at law.

[// GUIDANCE: Add or delete definitions to match the Operating Agreement.]

III. OPERATIVE PROVISIONS

1. Company Name. The legal name of the Company is “[NAME OF LLC],” which shall always contain the words “Limited Liability Company,” “L.L.C.” or “LLC” as required by Haw. Rev. Stat. § 428-105.

2. Principal Office. The street and mailing address of the Company’s principal office is:
   [STREET ADDRESS]
   [CITY], [STATE] [ZIP].

3. Registered Agent & Registered Office in Hawaiʻi.
   (a) Registered Agent: [NAME OF AUTHORIZED INDIVIDUAL OR ENTITY].
   (b) Street Address of Registered Office (not a P.O. Box):
   [STREET ADDRESS]
   [CITY], HI [ZIP].

4. Duration. The Company shall have perpetual existence unless dissolved in accordance with the Act or the Operating Agreement.

5. Purpose. The Company is organized to engage in any lawful act or activity for which a limited liability company may be formed under the Act. Without limiting the foregoing, the Company may:
   (a) conduct business within and outside the State of Hawaiʻi;
   (b) acquire, own, lease, and dispose of property; and
   (c) do all things necessary, advantageous, or convenient to its business.

6. Management. The Company shall be:
   ☐ Member-Managed
   ☐ Manager-Managed (select one and delete the other)

If Manager-Managed, the name and street address of each initial Manager are:
• [NAME], [STREET ADDRESS, CITY, STATE, ZIP].

If Member-Managed, the name and street address of each initial Member are:
• [NAME], [STREET ADDRESS, CITY, STATE, ZIP].

7. Limitation of Authority. No Manager or Member has authority to bind the Company except as provided in the Operating Agreement or a resolution adopted pursuant thereto.

8. Liability of Members & Managers. Except as otherwise provided by the Act:
   (a) No Member or Manager shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member or Manager.
   (b) The liability of each Member and Manager is limited to the maximum extent permitted by law.

9. Operating Agreement.
   (a) Adoption. The Organizer shall deliver an initial Operating Agreement for execution by the Members within [30] days after the Effective Date.
   (b) Supremacy. If any provision of the Operating Agreement conflicts with these Articles, the Articles shall control as to third parties, and the Operating Agreement shall control as to the internal affairs of the Company.

10. Optional Provisions. The Company elects to include the following additional matters permitted under Haw. Rev. Stat. § 428-203(c):
    (a) Indemnification of Members and Managers as set forth in Section VII.1.
    (b) Optional arbitration of internal disputes under Section VIII.3.

IV. REPRESENTATIONS & WARRANTIES

1. Organizer Representations. The Organizer represents that:
   (a) The information contained in these Articles is true and correct to the best of the Organizer’s knowledge.
   (b) The Organizer has obtained all consents required to act on behalf of the persons forming the Company.

2. Member Acknowledgment. Each person who becomes a Member is deemed to:
   (a) Represent that such Person is not disqualified from participation under any applicable law; and
   (b) Acknowledge that the limited liability accorded by the Act may be lost to the extent of any unpaid capital contribution or as otherwise provided by law.

3. Survival. The representations and warranties in this Section IV survive the filing of these Articles for a period of four (4) years.

V. COVENANTS & RESTRICTIONS

1. Compliance Covenant. The Company shall remain in good standing with the DCCA by timely filing all required annual reports and fees.

2. Capital Contributions. Each Member shall contribute such capital as set forth in the Operating Agreement and is obligated to fund any additional capital calls duly approved under that Agreement.

3. Negative Covenants. Without the written consent of Members holding a Majority Interest, the Company shall not:
   (a) Merge or consolidate with another entity;
   (b) Convert to another entity form;
   (c) Make an assignment for the benefit of creditors; or
   (d) Amend these Articles, except as required to comply with law.

VI. DEFAULT & REMEDIES

1. Events of Default. The following constitute a default:
   (a) A Member’s material breach of the Operating Agreement;
   (b) A Manager’s willful misconduct or gross negligence;
   (c) Failure to make a required capital contribution within [15] days of notice;
   (d) Dissolution events enumerated in the Act.

2. Notice & Cure. The non-defaulting party must provide written notice specifying the default and allow a [30]-day cure period, except no cure period applies to willful misconduct or fraudulent acts.

3. Remedies. Upon default and failure to cure:
   (a) The non-defaulting party may seek specific performance or injunctive relief;
   (b) The defaulting Member may be subject to compulsory buy-out under the Operating Agreement;
   (c) Any Member or Manager may pursue any remedy available at law or in equity, including reimbursement of reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Indemnification. The Company shall indemnify each Member, Manager, officer, employee, and agent (each, an “Indemnified Party”) to the fullest extent permitted by the Act against any claim, loss, or liability incurred in the course of Company business, provided that the Indemnified Party acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company.

2. Advancement of Expenses. Expenses incurred by an Indemnified Party in defending any action shall be advanced by the Company prior to final disposition upon receipt of an undertaking to repay if indemnification is determined to be unavailable.

3. Limitation of Liability. No Member or Manager shall be liable to the Company or to any other Member for monetary damages except to the extent such damages are the direct result of (a) fraud; (b) gross negligence; or (c) intentional misconduct.

4. Insurance. The Company shall maintain, where commercially reasonable, directors and officers (D&O) or equivalent liability insurance with limits of not less than $[AMOUNT].

5. Force Majeure. No Member or Manager shall be liable for failure to perform due to events beyond reasonable control, including natural disasters, acts of God, war, terrorism, epidemics, governmental actions, or other force-majeure events.

VIII. DISPUTE RESOLUTION

1. Governing Law. These Articles and any dispute arising herefrom shall be governed by the laws of the State of Hawaiʻi, without regard to its conflict-of-laws rules.

2. Forum Selection. Each party irrevocably submits to the exclusive jurisdiction of the Business Court docket of the First Circuit Court of the State of Hawaiʻi (or any successor specialized business court) for any action or proceeding arising out of these Articles, subject to Section VIII.3.

3. Optional Arbitration. Any Member may elect, by written notice to the other Members, to submit an internal dispute to confidential, binding arbitration in Honolulu, Hawaiʻi, administered by [AAA/JAMS] under its commercial rules then in effect. Judgment on the award may be entered in any court of competent jurisdiction.

4. Jury Waiver. TO THE EXTENT NOT PROHIBITED BY LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THESE ARTICLES.

5. Injunctive Relief. Nothing in this Section VIII shall limit a party’s right to seek provisional or injunctive relief in a court of competent jurisdiction pending resolution of the underlying dispute.

IX. GENERAL PROVISIONS

1. Amendments. These Articles may be amended only by filing articles of amendment with the DCCA and by the approval threshold set forth in the Operating Agreement.

2. Waivers. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. A waiver on one occasion shall not be a waiver on any subsequent occasion.

3. Assignment. No Member may assign its interest except in compliance with the Operating Agreement and the Act. Any attempted assignment in violation hereof is null and void.

4. Successors & Assigns. These Articles bind and inure to the benefit of the Company, its Members, Managers, and their respective successors, permitted assigns, heirs, and legal representatives.

5. Severability. If any provision of these Articles is held unenforceable, the remainder shall be enforced to the maximum extent possible, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

6. Entire Agreement. These Articles constitute the entire charter document of the Company and, together with the Operating Agreement, supersede all prior understandings relating to the formation of the Company.

7. Counterparts; Electronic Signatures. These Articles may be executed in counterparts, each of which is deemed an original and all of which together constitute one document. Signatures delivered by electronic means have the same force and effect as original signatures.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer executes these Articles of Organization on the date set forth below.

[NAME OF ORGANIZER], Organizer
Date: _______

Organizer’s Address:
[STREET ADDRESS]
[CITY], [STATE] [ZIP]

[// GUIDANCE: Hawaiʻi does not require notarization of the Articles themselves, but if the Organizer signs by power of attorney, attach the POA and consider notarization for recording purposes. No witness signatures are required under current law.]

DCCA FILING INFORMATION (Non-substantive; remove prior to filing)

• Filing Method: Online at https://hbe.ehawaii.gov or by paper submission (Form LLC-1).
• Statutory Filing Fee: $50 base fee + $1 state archive fee. Expedited processing additional $25.
• Publication: Hawaiʻi imposes no publication requirement.
• Operating Agreement: Not filed with DCCA but must be maintained at principal office.