(a) Subject to the provisions of subsections (b) and (c):

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Terms Used In Hawaii Revised Statutes 428-301

  • Articles of organization: means initial, amended, and restated articles of organization and articles of merger. See Hawaii Revised Statutes 428-101
  • Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See Hawaii Revised Statutes 428-101
  • Limited liability company: means a limited liability company organized under this chapter. See Hawaii Revised Statutes 428-101
  • Manager: means a person, whether or not a member of a manager-managed limited liability company, who is vested with authority under section 428-301(b). See Hawaii Revised Statutes 428-101
  • Manager-managed limited liability company: means a limited liability company which is so designated in its articles of organization. See Hawaii Revised Statutes 428-101
  • Member-managed limited liability company: means a limited liability company other than a manager-managed company. See Hawaii Revised Statutes 428-101
  • Person: includes any individual or entity. See Hawaii Revised Statutes 428-101
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
(1) Each member is an agent of the limited liability company for the purpose of its business;
(2) An act of a member, including the signing of an instrument in the company name, for apparently carrying on in the ordinary course the company’s business or business of the kind carried on by the company binds the company, unless the member had no authority to act for the company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority; and
(3) An act of a member which is not apparently for carrying on in the ordinary course of the company’s business or business of the kind carried on by the company binds the company only if the act was authorized by the other members.
(b) Subject to subsection (c), in a manager-managed limited liability company:

(1) A member is not an agent of the company for the purpose of its business solely by reason of being a member;
(2) Each manager is an agent of the company for the purpose of its business;
(3) An act of a manager, including the signing of an instrument in the company name, for apparently carrying on in the ordinary course the company’s business or business of the kind carried on by the company binds the company, unless the manager had no authority to act for the company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority; and
(4) An act of a manager which is not apparently for carrying on in the ordinary course the company’s business or business of the kind carried on by the company binds the company only if the act was authorized under section 428-404(b)(2).
(c) Unless the articles of organization limit their authority, any member of a member-managed limited liability company or any manager of a manager-managed company may sign and deliver any instrument transferring or affecting the company’s interest in real property. Such an instrument shall be conclusively in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument.

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