LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
A Hawaii Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the Hawaii Uniform Limited Liability Company Act, HRS §§ 428-101 et seq. Hawaii adopted RULLCA. Hawaii requires annual reports. Hawaii has a General Excise Tax (GET) that applies to most business activities.]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the Hawaii Uniform Limited Liability Company Act, HRS §§ 428-101 et seq. (the "Act") by filing Articles of Organization with the Hawaii Department of Commerce and Consumer Affairs.
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Hawaii [ZIP]
1.4 Registered Agent
Agent: [NAME]
Address: [ADDRESS], Hawaii [ZIP]
1.5 Term
Perpetual, unless dissolved per this Agreement or the Act.
ARTICLE II - PURPOSE
The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.
ARTICLE III - MEMBERS
See Exhibit A for Members, Capital Contributions, and Percentage Interests.
ARTICLE IV - CAPITAL
Initial Contributions per Exhibit A. Capital Accounts per IRC § 704(b).
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
Profits, Losses, and Distributions per Percentage Interests.
ARTICLE VI - MANAGEMENT
☐ MEMBER-MANAGED
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]
ARTICLE VII - TRANSFER RESTRICTIONS
Transfers require [majority/unanimous] consent. Right of First Refusal: [30] days.
ARTICLE VIII - DISSOLUTION
Upon Member consent, judicial dissolution, or Act requirements.
ARTICLE IX - INDEMNIFICATION
Company indemnifies Members/Managers for good faith actions.
ARTICLE X - TAX MATTERS
☐ Partnership/Disregarded ☐ S corp ☐ C corp
Partnership Representative: [NAME]
10.1 Hawaii General Excise Tax
[// GUIDANCE: Hawaii imposes a General Excise Tax (GET) on gross receipts from business activities. The rate is 4% (4.5% in Honolulu). This is in addition to any federal or state income tax.]
ARTICLE XI - MISCELLANEOUS
Governing Law: State of Hawaii
EXECUTION
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Contribution | Interest |
|---|---|---|
| [NAME] | $[AMT] | [XX]% |
Governed by Hawaii Uniform Limited Liability Company Act, HRS §§ 428-101 et seq.