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LIMITED LIABILITY COMPANY VOLUNTARY DISSOLUTION HAWAIIElectronic Version STATUTORY REFERENCE HAWAII REVISED STATUTES, Chapter 428, §§ 428-801 through 428-812 INTRODUCTORY NOTES AND LAW SUMMARY A Hawaii Limited Liability Company (LLC) may be dissolved either voluntarily or administratively. This form packet addresses ONLY the voluntary dissolution of a Hawaii LLC.A limited liability company is dissolved, and its business shall be wound up, upon the occurrence of any of the following events:1.An event specified in the operating agreement.2.Consent of the number or percentage of members specified in the operating agreement.3.An event that makes it unlawful for all or substantially all of the business of the company to be continued; provided that any cure of illegality within ninety days after notice to the company of the event shall be effective retroactively to the date of the event.4. On application by a member or a dissociated member, upon entry of a judicial decree that: The economic purpose of the company is likely to be unreasonably frustrated.Another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member. It is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement.The company failed to purchase the petitioner's distributional interest as required by § 428-701.The managers or members in control of the company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner. 5.On application by a transferee of a member's interest, a judicial determination that it is equitable to wind up the company's business: After the expiration of the specified term, if the company was for a specified term at the time the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer.At any time, if the company was at-will at the time the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer.A limited liability company continues after dissolution only for the purpose of winding up its business. At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case:1.The limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and2.The rights of a third party accruing under § 428-804(a) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business; provided that on application of any member, member's legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up.A legal representative of the last surviving member may wind up a limited liability company's business.A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to § 428-806, settle disputes by mediation or arbitration, and perform other necessary acts and may publish notice of intent to terminate as provided in § 428- 808.A limited liability company is bound by a member's or manager's act after dissolution that:1.Is appropriate for winding up the company's business; or2.Would have bound the company under § 428-301 before dissolution if the other party to the transaction did not have notice of the dissolution.A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability. At any time after dissolution and winding up, and when all debts, liabilities, and obligations of the limited liability company have been paid and discharged, or adequate provision has been made therefor, and all remaining property and assets of the limited liability company, if any, have been distributed to its members, a limited liability company may terminate its existence by delivering for filing with the director articles of termination stating:1.The name of the company;2.The dates the notice of intent to terminate was published pursuant to § 428-808 and the name of the newspaper publishing the notice, or a statement that publication was not made;3.That all debts, obligations, and liabilities of the limited liability company have been paid and discharged or that adequate provision has been made therefor;4.That all of the remaining property and assets of the limited liability company, if any, have been distributed among its members in accordance with their respective rights and interests;5.That there are no suits pending against the limited liability company in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit; and6.That the company's business has been wound up and the legal existence of the company has been terminated. The existence of a limited liability company is terminated upon the filing of the articles of termination or upon a later effective date which shall be not later than thirty days after the date of filing of the articles of termination, if specified in the articles of termination. In winding up a limited liability company's business, the assets of the company must be used to discharge its obligations to creditors, including members who are creditors. Any surplus shall be used to pay in money the net amount distributable to members in accordance with their rights to distribution.Each member is entitled to a distribution upon the winding up of the limited liability company's business consisting of a return of all contributions which have not previously been returned and a distribution of any remainder in equal shares. A dissolved limited liability company may dispose of the known claims against it by notifying its known claimants in writing of the intent to terminate. The notice must:1.Specify the information required to be included in a claim;2.Provide a mailing address where the claim is to be sent;3.State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the written notice is received by the claimant; and4.State that the claim will be barred if not received by the deadline.A claim against a dissolved limited liability company is barred if the statutory requirements are met and:1.The claim is not received by the specified deadline; or 2.In the case of a claim that is timely received but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within ninety days after the receipt of the notice of the rejection.A "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. A dissolved limited liability company that intends to terminate may publish notice of its intent to terminate and request persons having claims against the company to present them in accordance with the notice. The notice must:1.Be published at least once in each of four successive weeks (four publications) in a daily or weekly publication of statewide circulation or in separate daily or weekly publications whose combined circulation is statewide;2.Describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and3. State that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within two years after the later of the last publication date of the notice or the date of filing of the articles of termination.If a dissolved limited liability company publishes a notice in accordance with the statutory requirements, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within two years after the later of the last publication date of the notice or the date of filing of the articles of termination:1. A claimant who did not receive written notice under § 428-807;2.A claimant whose claim was timely sent to the dissolved company but not acted on; and3. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.A claim not barred may be enforced:1.Against the dissolved limited liability company, to the extent of its undistributed assets; or2. If the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less.A member's total liability for all claims may not exceed the total amount of assets distributed to the member. STEPS TO DISSOLVE A HAWAII LLC Step 1:SEE FORM 1 - RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTIONStep 2: Wind up the affairs of the LLC. (SEE INTRODUCTORY NOTES)Step 3:Disposal of LLC claims. (SEE INTRODUCTORY NOTES)SEE FORM 2 - NOTICE TO CLAIMANTS SEE FORM 3 - NOTICE OF ACCEPTANCE/REJECTION OF CLAIM SEE FORM 4 - NOTICE TO CLAIMANTS (PUBLICATION)The Notice MUST BE published at least once in each of four successive weeks (four publications) in a daily or weekly publication of statewide circulation or in separate daily or weekly publications whose combined circulation is statewideStep 4: File Articles of Termination.SEE FORM 5 - ARTICLES OF TERMINATIONThis form should be typed or printed legibly in black ink.1.Provide the name of the LLC as it appears of the records of the Department of Commerce and Consumer Affairs.2.If a notice of intent to terminate was published, provide the requested information. If the notice was not published, indicate that.3.There is nothing to add to sections 3, 4, 5, and 6. BE SURE THESE STATEMENTS, AS APPLIED TO THE LLC, ARE TRUE AND CORRECT.4. Indicate if the dissolution becomes effective as of the date of filing or, if not, then indicate the date and time it will be effective. 5.Date the Articles, type/print the name of the person(s) executing the Articles on behalf of the LLC, and provide the signature(s) of the authorized person(s).6. File the original and one copy of the Articles of Termination.7.The filing fee is $50.00.Mail the original and one copy of your ARTICLES OF TERMINATION along with the $50.00 filing fee (make check payable to the Department of Commerce and Consumer Affairs) to: Business Registration DivisionDepartment of Commerce and Consumer AffairsP.O. Box 40Honolulu Hawaii 96813-2920 Telephone: (808) 586-2744A transmittal letter is included in this package for your use. SEE FORM A - TRANSMITTAL LETTER Disclaimer:If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms. com/disclaimer.htm FORM A TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ DateBusiness Registration DivisionDepartment of Commerce and Consumer AffairsP.O. Box 40Honolulu Hawaii 96813-2920Re: __________________________Dear Sir:Enclosed please find the original and one copy of the Articles of Termination for ______________________________________________, a Hawaii limited liability company. Also enclosed is the filing fee of $50.00.Please file this document and provide a "filed" copy to me.Should you have any questions, or should I need to furnish further information, please feel free to contact me at the following address and telephone number: ________________________________________________________________________________________________________Thank you in advance for your assistance.Yours very truly, FORM 1 RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION RESOLUTION OF MEMBERS OF _________________________________________ A HAWAII LIMITED LIABILITY COMPANY The undersigned, being all the members of _______________________________________, a Hawaii limited liability company, hereby resolve to dissolve and consent to the dissolution of the limited liability company. Dated this the ______ day of ______________________________, 20___.____________________________________ Member____________________________________ Member____________________________________ Member FORM 2 NOTICE TO CLAIMANTS NOTICE TO CLAIMANT You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________, a Hawaii limited liability company, resolved to terminate its existence and, upon completion of the winding up of the affairs of the business, it will file Articles of Termination with the Business Registration Division of the Department of Commerce and Consumer Affairs.You may be able to assert the following claim against the limited liability company (describe claim):______________________________________________________________________________ ______________________________________________________________________________You have 120 days from the date of receipt of this Notice to submit your claim to the limited liability company. Claims must be sent to: ________________________________________________________________________________________________________________________ ______________________________________________________________________________YOU MUST MAIL CONFIRMATION OF YOUR CLAIM TO THE LIMITED LIABILITY COMPANY. YOUR CLAIM WILL BE BARRED IF IT IS NOT RECEIVED WITHIN 120 DAYS FROM THE DATE OF RECEIPT OF THIS NOTICE.Name of Limited liability company: ________________________________________________By: _________________________________________________________________________Title: ___________________________________ Date: _______________________________ FORM 3 NOTICE OF ACCEPTANCE/REJECTION OF CLAIM NOTICE OF ACCEPTANCE/REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________, a Hawaii limited liability company, rejected all or part of the claim you submitted to the limited liability company._____ ALL OF YOUR CLAIM WAS REJECTED._____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________________________________________________________________________ ______________________________________________________________________________Name of Limited liability company: ________________________________________________By: _________________________________________________________________________Title: ___________________________________ Date: _______________________________ FORM 4 NOTICE TO CLAIMANTS (PUBLICATION) NOTICE TO CLAIMANTS You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________, a Hawaii limited liability company, resolved to terminate its existence and, upon completion of the winding up of the affairs of the business, it will file Articles of Termination with the Business Registration Division of the Department of Commerce and Consumer Affairs.You may be able to assert the following a claim against the limited liability company (describe claim). If so, you must describe your claim in detail and send the claim to:______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________YOU MUST MAIL YOUR CLAIM TO THE LIMITED LIABILITY COMPANY. YOUR CLAIM WILL BE BARRED IF A PROCEEDING TO ENFORCE THE CLAIM IS NOT COMMENCED WITHIN TWO YEARS AFTER THE LATER OF THE DATE OF THE PUBLICATION OF THIS NOTICE OR THE FILING OF ARTICLES OF TERMINATION.Name of Limited liability company: ________________________________________________By: _________________________________________________________________________Title: ___________________________________ Date: _______________________________ FORM 5 ARTICLES OF TERMINATION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/HI/HI-DissLLC.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM.