Hawaii LLC Operating Agreement

Set out who owns your Hawaii LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.

Reflects current Hawaii rules · 2026 Official source linked Free PDF · no signup · nothing uploaded

Maintained by Rapi Stack · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.

Hawaii LLC act rules · as of 2026

Required by law?: No — but strongly recommended
Recognized form: form not specified by statute — Hawaii's enactment omitted ULLCA's 'need not be in writing' phrase, and the definition in § 428-101 states no form words; no writing requirement is imposed
Governing act: Hawaii Uniform Limited Liability Company Act (HRS Chapter 428, based on ULLCA 1996)

Without an agreement: 'Any distributions made by a limited liability company, prior to dissolution and winding up, must be in equal shares' — per capita, not by contribution (HRS § 428-405(a)). Source: Haw. Rev. Stat. § 428-101 (definition); § 428-103(a) (effect) · verify ↗.

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Why your Hawaii LLC needs this — even single-member

It overrides the default rules. Without an agreement, the Hawaii Uniform Limited Liability Company Act (HRS Chapter 428, based on ULLCA 1996) decides how profits are split and who can act for the company — not you.
It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.

Hawaii law

No — Hawaii does not require an operating agreement (as of 2026): Not required — 'all the members of a limited liability company may enter into an operating agreement'; to the extent it does not provide otherwise, chapter 428 governs relations among members, managers, and the company (HRS § 428-103(a)).. But without one, the default rules of the Hawaii Uniform Limited Liability Company Act (HRS Chapter 428, based on ULLCA 1996) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: Haw. Rev. Stat. § 428-101 (definition); § 428-103(a) (effect). Check the current Hawaii LLC rules before relying on any default.

Frequently asked questions

Is an operating agreement required in Hawaii?

Does the operating agreement get filed with the state?

No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no Hawaii agency records it.

Can the agreement be oral in Hawaii?

Hawaii's statute recognizes: form not specified by statute — Hawaii's enactment omitted ULLCA's 'need not be in writing' phrase, and the definition in § 428-101 states no form words; no writing requirement is imposed (Haw. Rev. Stat. § 428-101 (definition); § 428-103(a) (effect)). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.

How does Hawaii compare? See which states actually require an operating agreement, every claim cited to the state LLC act.

How Hawaii compares

Computed from our 51-jurisdiction dataset (as of 2026). Source for Hawaii: Haw. Rev. Stat. § 428-101 (definition); § 428-103(a) (effect) ↗.

Hawaii is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).

The rest of what Hawaii requires

The figures below are Hawaii's, not national averages — each one is the value we verified for this state, with the statute it comes from. Follow a row to the full Hawaii page for that document.

Security deposit cap · as of 2026: 1 month's rent Haw. Rev. Stat. §521-44 ↗
Deposit return deadline · as of 2026: 14 days after move-out Haw. Rev. Stat. §521-44 ↗
Notice to end a month-to-month tenancy · as of 2026: 28 days Haw. Rev. Stat. §521-44 ↗
Notice for unpaid rent · as of 2026: 10 days to pay or quit Haw. Rev. Stat. §§ 521-68, 521-72, 521-71(a) ↗
Notice to cure a lease violation · as of 2026: 10 days Haw. Rev. Stat. §§ 521-68, 521-72, 521-71(a) ↗
Small claims limit · as of 2026: $5,000 Haw. Rev. Stat. §633-27 (jurisdiction); §633-28 (no appeal; representation) ↗
Where you file · as of 2026: Small Claims Division of the District Court · filing fee $35 (plus service costs); cases are typically scheduled within 30 days of filing Haw. Rev. Stat. §633-27 (jurisdiction); §633-28 (no appeal; representation) ↗
Rental application fee · as of July 2026: Limited to the actual cost of screening Governor of Hawaii / DCCA ↗
Bill of sale notarization · as of 2026: Not required Hawaii County DMV / DMV.ORG ↗
Power of attorney signing · as of 2026: Notarization recommended Haw. Rev. Stat. §551E-3 (form §551E-51) ↗
Recording a deed · as of 2026: Bureau of Conveyances (Department of Land and Natural Resources, Honolulu) — the only state with a single statewide recording office (HRS ch. 502); Torrens-registered land is instead recorded through the Land Court system (HRS ch. 501), with dual-system property recorded in both · no witnesses HRS § 502-41 ↗

LLC operating agreement in other states

More Hawaii legal forms

Different state? See LLC operating agreements by state →