A Hawaii LLC operating agreement sets the rules for ownership, management, voting, distributions, and member exits while giving owners more control than Hawaii’s statutory defaults. Use the free templates below to put those terms in writing, including provisions for Hawaii’s distinctive member buyout rules.

Free Hawaii Templates

Choose the version that matches your Hawaii LLC structure.

Page 1 of the Hawaii Single-Member Operating Agreement

Single-Member Operating Agreement

For an LLC with one owner.

Fillable PDF Word

Multi-Member Operating Agreement

For an LLC with two or more owners who manage the business together.

Fillable PDF Word

Manager-Managed Operating Agreement

For an LLC where one or more managers handle the business’s management.

Fillable PDF Word

Do Hawaii LLCs Need an Operating Agreement?

No. Hawaii Revised Statutes § 428-103 says LLC members may enter into an operating agreement, rather than making one a condition of formation. Hawaii forms the LLC through Articles of Organization, Form LLC-1, filed with the Department of Commerce and Consumer Affairs, and the current filing fee is $50.

The operating agreement is an internal document, not one of the LLC formation documents filed with DCCA. Chapter 428 also does not impose a notarization requirement on the agreement. The state’s filing process and current fee are available on the Hawaii DCCA domestic LLC registration page.

Required by law

Filed with the state

Notarization

Not required

Hawaii’s Legal Definition of an Operating Agreement

Haw. Rev. Stat. § 428-101 Hawaii Uniform Limited Liability Company Act

Read the statute ↗

“Operating agreement” means the agreement under section 428-103 concerning the relations among the members, managers, and limited liability company. The term includes amendments to the agreement.

Hawaii’s statutory definition also includes amendments to the agreement. Section 428-103 lets the agreement regulate the LLC’s affairs, business, and relationships among the company, members, and managers. When the agreement does not address an issue, Chapter 428 supplies the governing rule.

No statutory writing requirement

Hawaii used to expressly require the agreement to be written. In 2004, the legislature removed the words requiring a written agreement from § 428-103, and the current provision does not prescribe a written form. A written agreement is still much easier to preserve and prove.

The agreement can change a lot, but not everything

An operating agreement cannot unreasonably restrict information rights, eliminate the duty of loyalty, unreasonably reduce the duty of care, eliminate good faith and fair dealing, or override certain other protected rules listed in § 428-103(b).

Members have a statutory right to the agreement

If the operating agreement exists in record form, a member can request a copy through a signed record, and the LLC must provide that copy at its expense.

Hawaii LLC Default Rules Worth Addressing in Your Agreement

Hawaii has several defaults that can materially change how an LLC operates if the agreement says nothing. These are the rules worth addressing explicitly.

Management & voting

In a member-managed LLC, every member has equal management rights. Ordinary business matters are decided by a majority of the members, not automatically by ownership percentage.

§ 428-404(a)

Distributions

Distributions made before dissolution must be divided in equal shares. A member who contributed more capital does not automatically receive a larger distribution under the statutory default.

§ 428-405(a)

Major decisions

The default requires all-member consent for matters including amending the operating agreement, admitting a new member, making interim distributions, and disposing of substantially all company property.

§ 428-404(c)

Member compensation

A member is not entitled to remuneration for services performed for the LLC, except reasonable compensation for services involved in winding up the business.

§ 428-403(d)

Leaving an at-will LLC

Hawaii LLCs are at-will unless the Articles specify a term. When a member dissociates from an at-will LLC without causing dissolution, the company generally must purchase the interest at fair value and make a purchase offer within 30 days.

§§ 428-203(d), 428-603, 428-701

Transferring an interest

Transferring a distributional interest does not automatically give the buyer membership or management rights. Admission as a member requires authority under the operating agreement or consent of all other members.

§ 428-503

The member-exit rule is particularly worth drafting around. Hawaii does not simply leave a departing member holding an economic interest indefinitely in an at-will company. Section 428-701 creates a statutory purchase process, while also allowing the operating agreement to set the price and terms used for that purchase.