Provided that the dissociation does not result in a dissolution and winding up of a limited liability company‘s business, for two years after a member dissociates from the company, the company, including a surviving company under part IX, shall be bound by an act of the dissociated member which would have bound the company under § 428-301 before dissociation only if at the time of entering into the transaction the other party:

(1) Reasonably believed that the dissociated member was then a member;

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Terms Used In Hawaii Revised Statutes 428-703

(2) Did not have notice of the member’s dissociation; and
(3) Is not deemed to have had notice under § 428-704.