(a) 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:

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Terms Used In Hawaii Revised Statutes 428-805

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See Hawaii Revised Statutes 428-101
  • Director: means the director of commerce and consumer affairs. See Hawaii Revised Statutes 428-101
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Limited liability company: means a limited liability company organized under this chapter. See Hawaii Revised Statutes 428-101
(1) The name of the company;
(2) The dates the notice of intent to terminate was published pursuant to section 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; and
(6) That the company’s business has been wound up and the legal existence of the company has been terminated.
(b) 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.

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