Haw. Rev. Stat. » Haw. Rev. Stat. / Chapter 428
Hawaii Revised Statutes

Haw. Rev. Stat. § 428-1008 (2026)

]  Effect of failure to obtain certificate of  authority

✓ current as of July 2026
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     [§428-1008]  Effect of failure to obtain certificate of  authority.  (a)  A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.

     (b)  The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this State.

     (c)  Limitations on the personal liability of managers, members, and their transferees are not waived solely by transacting business in this State without a certificate of authority.

     (d)  If a foreign limited liability company transacts business in this State without a certificate of authority, service of process may be made upon the company as set forth in section 428-110(b) at any address used by the company as its address for purposes of its business transactions.

     (e)  A foreign limited liability company which transacts business in this State without a certificate of authority, shall be liable to the State in an amount equal to all fees and penalties which would have been imposed by this chapter upon that foreign limited liability company had it obtained such a certificate and filed all records and reports required by this chapter.  The attorney general may bring proceedings to recover all amounts due this State under the provisions of this section. [L 1996, c 92, pt of §1]

 

 

Notes of Decisions
Cited in 3 cases (2 in the last 5 years), 2020–2024 · leading case: Adkins v. Fischer., 520 P.3d 277 (Haw. App. 2022).
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Adkins v. Fischer., 520 P.3d 277 (Haw. App. 2022). · cites it 64× “On appeal, Plaintiffs contend that the Circuit Court erred in: (1) granting the Motion to Dismiss in violation of HRCP Rule 17(a); (2) granting the Motion to Dismiss pursuant to HRS § 428-1008, where BEG obtained a certificate of authority before the Complaint was dismissed; and…”
Mohr v. Deutsche Bank Nat'l Trust Co. as Tr. (D. Haw. 2020). · cites it 2× “7, 2012) (explaining that entity without a certificate of authority may still maintain a counterclaim if it does not qualify as “transacting business” in the state (citing HRS §§ 428-1008, 428- 1003)). As explained throughout this Order, MLB has established that it continues to…”
Land Value Holdings, LLC v. Among, 548 P.3d 732 (Haw. App. 2024). “6 In her answering brief, Fujimoto asserts LVH's violation of Hawai‘i Revised Statutes § 428-1008 (2004) as a basis for affirming the dismissal of this case, but based on our decision here, we need not address Fujimoto's assertion.”
Haw. Rev. Stat. § 428-1008(a): 1 case
Adkins v. Fischer., 520 P.3d 277 (Haw. App. 2022). “On appeal, Plaintiffs contend that the Circuit Court erred in: (1) granting the Motion to Dismiss in violation of HRCP Rule 17(a); (2) granting the Motion to Dismiss pursuant to HRS § 428-1008, where BEG obtained a certificate of authority before the Complaint was dismissed; and…”
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