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Hawaii Multi-Member LLC Operating Agreement Form

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The Hawaii multi-member LLC operating agreement is a legal document that is designed for use by entities with more than one member. The document is designed to create an agreement between all managing members with regard to the company’s policies and procedures that all members will be required to follow, once the document is completed and signed by all members.

The state of Hawaii does not require that businesses implement the document. However, any business that decides against the implementation of the document is essentially placing at risk, all members personal assets and property. It is this document that separates the member’s private assets from the business, therefore, making the members legally liable, in the event the business is faced with any type of litigation or even bankruptcy. The absence of the document would also deny the company and it’s members the tax benefits they are rightfully entitled to.

Members are advised to review the document, to be certain that the language is clear. Should the members find that assistance is required, they may wish to arrange a consultation with a knowledgeable attorney. This document will require member’s signatures before a Notary Public in order to be effective.

How to Write

Step 1 – Once the document is downloaded, submit the name of the company at the top of the document

Step 2 – Operating Agreement – Provide the following information:

  • The date in which  the document shall become effective, in mm/dd/yyyy format
  • Enter the names of all of the contributing members

Step 3 – Formation of the Company – The members must review all of the titles and enter all required information as follows:

Formation –

  • Enter an effective date in mm/dd/yyyy format
  • Enter the company name
  • Submit the name of the company under which the company shall do business

Name –

  • Enter the name of the company that the company’s business will be conducted under
  • Purpose – Read the statement under this title

Office –

  • Enter the complete address where the company shall maintain it’s primary business

Registered Agent –

  • Submit the full name of the initially registered agent
  • Enter the registered company address

Term –

  • Submit the date of commencement, in mm/dd/yyyy format

Read the final two titles, as follows:

  • Names and Addresses of Members
  • Admission of Additional Members

Step 4 – Titled Sections and Subsection – The members must carefully review all of the following sections and subsections as provided:

  • Capital Contributions – subsections 2.1 through 2.3
  • Allocations of Profits and Losses; Distributions – review subsections 3.1 through 3.3
  • Indemnification
  • Powers and Duties of Managers, Section 5.1 (subsections 5.1.1 through 5.3)
  • Salaries, Reimbursement, and Payment of Expenses (subsections 6.1 through 6.3)
  • Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking  (subsections 7.1 through 7.4)
  • Transfer of Membership Interest – 8.1 and 8.2 (subsections 8.2.1 through 8.2.5) – and 8.4 (subsection 8.4.1) and 8.5 – Death Buy Out (subsections 8.5.1 through 8.5.5)
  • Dissolution and Winding Up of the Company – Read 9.1 (and subsections 9.1.1 through 9.1.4), also 9.2 (subsections 9.2.1 through 9.2.3

Step 5 – General Provisions – The members must read all information under the following titles:

  • Amendments
  • Governing Law
  • Entire Agreement; Modification
  • Attorney Fees
  • Further Effect
  • Severability
  • Captions
  • Notices

Step 6 – Member’s Listings, Member’s Signatures, Notarization– Signatures must only be applied while in service of a Notary Public:

  • Type or print member’s names
  • The members must enter their signatures

Listing of Members – Schedule 1 –

  • Enter the name of the company in the line at the top of the page
  • Provide a date, that the list is created, in dd/m/yy format
  • Submit the member’s names
  • Enter a complete address for each member
  • Print/Type all member’s name
  • Members must enter their signatures

Listing of Capital Contributions -Schedule 2 –

  • Enter the company name in the first line on the page
  • Enter member’s names
  • Enter each member’s contribution – ($100.00 minimum is required, there will be no further obligation to offer further contributions)
  • Submit each member’s percentage of interest
  • Provide the date of the member’s signatures, in dd/m/yy format
  • Type or print member’s names
  • Members must enter their signatures (respectively)

Listing of Valuation of Members Interest – Schedule 3 –

  • Provide the name of the company, in the line at the top of the form
  • Submit the member’s names
  • Enter an amount indicating the member’s Valuation Endorsement
  • Enter the date of the member’s signatures, in dd/m/yy format
  • Type or print the member’s names
  • The members must enter their signatures (respectively)

Step 7 – Notarization –

  • Once all of the signatures have been witnessed and recorded, the notary shall complete the acknowledgment. The notary shall then provide their signature and affix the notary seal so that the document may then be effective

When the document is completed and signed by all members, copies must be made. Each member is entitled to their own copy for safe keeping.


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