Hawaii · Operating agreement
Hawaii LLC operating agreement
What Hawaii's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Hawaii operating agreementWhat Hawaii’s LLC act says
Hawaii's definitions section calls the document an operating agreement. It is the agreement under section 428-103 about relations among the members, managers and the company, and it includes amendments. 2
What Hawaii’s act does not let an agreement change:
- Cannot unreasonably restrict a right to information or access to records 1
- Cannot eliminate the duty of loyalty 1
- Cannot eliminate the obligation of good faith and fair dealing 1
Not confirmed for Hawaii from an official source: whether a Hawaii agreement may be oral or implied, whether a Hawaii agreement is filed with the state, what Hawaii's act says about a one-member company's agreement.
What happens with no agreement
In Hawaii a company is manager-managed only when its articles of organization say so. Any other company counts as member-managed, so member-managed is the default. 2
In Hawaii, distributions an LLC makes before dissolution and winding up must be in equal shares. 3
What the template covers in Hawaii
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Hawaii’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Hawaii LLC
You form a Hawaii LLC by filing with Hawaii’s Business Registration Division.
The Hawaii annual report is due by the end of the calendar quarter your formation anniversary falls in (March 31, June 30, September 30 or December 31). 4
HRS 428-107 requires every Hawaii LLC, and every foreign LLC authorized in Hawaii, to continuously maintain a registered agent in Hawaii. 5
Search the Hawaii business records at the Business Registration Division before you file: Hawaii entity search.
The operating agreement for a Hawaii LLC is separate from the Hawaii formation filing.
Common questions
Is an operating agreement required for an LLC in Hawaii?
Hawaii's LLC act does not tell an LLC to adopt an operating agreement. Where the agreement does not provide for a matter, the act's own rules govern relations among members, managers and the company. 1
Is there a Hawaii LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Hawaii LLC have an operating agreement?
We could not confirm from an official source what Hawaii’s act says about a one-member company’s agreement. The template has a single-member version.
Does a Hawaii operating agreement need to be notarized?
None of the Hawaii rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Hawaii operating agreement, and is it filed?
We could not confirm from an official Hawaii source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Hawaii’s Business Registration Division. 6
Also in Hawaii
Sources 6 links, checked Sep 18, 2026 to Nov 13, 2026
- Hawaii LLC act, section 428-103 capitol.hawaii.gov, checked Nov 13, 2026
To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.
- Hawaii LLC act, section 428-101 capitol.hawaii.gov, checked Nov 13, 2026
‘Manager-managed limited liability company’ means a limited liability company which is so designated in its articles of organization.
- Hawaii LLC act, section 428-405 capitol.hawaii.gov, checked Nov 13, 2026
Any distributions made by a limited liability company, prior to dissolution and winding up, must be in equal shares.
- Hawaii annual report cca.hawaii.gov, checked Oct 4, 2026
- Hawaii LLC act, registered agent rule data.capitol.hawaii.gov, checked Sep 18, 2026
- Official state fee schedule for LLC filings cca.hawaii.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Hawaii’s rules. It is not legal or tax advice.
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