[§428-303] Liability of members and
managers. (a) Except as otherwise provided in subsection (c), the debts,
obligations, and liabilities of a limited liability company, whether arising in
contract, tort, or otherwise, are solely the debts, obligations, and
liabilities of the company. A member or manager shall not be personally liable
for any debt, obligation, or liability of the company solely by reason of being
or acting as a member or a manager.
(b) The failure of a limited liability company
to observe the usual company formalities or requirements relating to the
exercise of its company powers or management of its business shall not be a
ground for imposing personal liability on the members or managers for
liabilities of the company.
(c) All or specified members of a limited
liability company shall be liable in their capacity as members for all or
specified debts, obligations, or liabilities of the company if:
(1) A provision to that effect is contained in the
articles of organization; and
(2) A member so liable has consented in writing to
the adoption of the provision or to be bound by the provision. [L 1996, c 92,
pt of §1]
Notes of Decisions
Cited in
8
cases (
5 in the last 5 years), 2015–2024 · leading case:
Adkins v. Fischer., 520 P.3d 277 (Haw. App. 2022).
Adkins v. Fischer., 520 P.3d 277 (Haw. App. 2022).
“(d) If a foreign limited liability company transacts business in this State without a certificate of authority, 4/ A foreign LLC is defined as "an unincorporated entity organized under laws other than the laws of this State which afford limited liability to its owners comparable…”
Irongate Azrep BW LLC v. Wang (D. Haw. 2024).
· cites it 12× “Wang raises numerous defenses, alleging that the Sunday’s Entities were not undercapitalized; that HRS § 428-303 precludes the imposition of the Sunday’s Entities liabilities on Wang as member of the LLCs; that res judicata, laches, or the statute of limitations bars Irongate’s…”
Hannan Ribiyou Kabushikigaisha v. Agu Ramen, LLC (D. Haw. 2021).
· cites it 3× “at PageID # 3972—and members of a limited liability company are not ordinarily responsible for any debt, obligation, or liability of the company, see Hawaii Revised Statutes (“HRS”) § 428-303(a).4 In their Opposition, Counterclaimants argue that Hannan assumed responsibility for…”
Garcia v. Fernandez (Haw. App. 2020).
· cites it 2× “" HRS § 428-303 (2004) provides in relevant part that the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company.”
United States v. Aguinaldo (D. Haw. 2022).
· cites it 2× “See Haw. Rev. Stat. § 428-303 (a); Garcia v. Fernandez, 2020 WL 2991784 , *2 (Haw.”
Bench v. Wood (In re Wood), 530 B.R. 836 (Bankr. D. Haw. 2015).
· cites it 2× “Haw. Rev. Stat. §§ 428-303 (a) (tort liabilities of an LLC are "solely” the liabilities of the company and members are not liable "solely by reason of being or acting as a member or a manager.”
— Haw. Rev. Stat. § 428-303(a) — 3 cases
Irongate Azrep BW LLC v. Wang (D. Haw. 2024).
“Wang raises numerous defenses, alleging that the Sunday’s Entities were not undercapitalized; that HRS § 428-303 precludes the imposition of the Sunday’s Entities liabilities on Wang as member of the LLCs; that res judicata, laches, or the statute of limitations bars Irongate’s…”
Hannan Ribiyou Kabushikigaisha v. Agu Ramen, LLC (D. Haw. 2021).
“at PageID # 3972—and members of a limited liability company are not ordinarily responsible for any debt, obligation, or liability of the company, see Hawaii Revised Statutes (“HRS”) § 428-303(a).4 In their Opposition, Counterclaimants argue that Hannan assumed responsibility for…”
— Haw. Rev. Stat. § 428-303(c) — 1 case
Hannan Ribiyou Kabushikigaisha v. Agu Ramen, LLC (D. Haw. 2021).
“at PageID # 3972—and members of a limited liability company are not ordinarily responsible for any debt, obligation, or liability of the company, see Hawaii Revised Statutes (“HRS”) § 428-303(a).4 In their Opposition, Counterclaimants argue that Hannan assumed responsibility for…”
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