Welcome to the Natori Law Office LLLC!
We believe in helping our clients understand the
legal issues presented to us, and the options
they can choose from. We not only focus on
Hawaii limited liability company formation, but
also Hawaii real estate law, Hawaii corporate
law, Hawaii construction law, Hawaii finance
law, Hawaii health care law, Hawaii lobbying and
Hawaii public utilities law.
Hawaii Limited Liability Company
Attorney - Lawyer
As Honolulu, Hawaii corporate lawyers, we advise
our clients on Hawaii business formation (Hawaii
corporations, Hawaii nonprofit corporations,
Hawaii professional corporations, and Hawaii
limited liability companies), business
governance (Hawaii Bylaws and Hawaii Operating
Agreements, shareholder disputes, elections),
Hawaii Board of Directors advice, Hawaii mergers
and acquisitions (Hawaii stock purchase
agreement or Hawaii Asset Purchase Contract),
Hawaii employment agreements and Hawaii
non-compete agreements for key employees. We
offer our unique perspective as M.B.A.’s who run
our own business. We understand the legal risks
and will tailor the best avenue that suits your
stated goals and risk-tolerance.
Please visit our sister website at
www.attorneyinhawaii.com
to learn more about which business entity you
should select, as well as other helpful
information in forming a Hawaii business.
To set up an appointment please do so at our
sister website.
Forming a Hawaii Limited Liability Company – The
Importance of a Hawaii Operating Agreement
The Hawaii limited liability company (“LLC”) is
a business entity with characteristics of both a
corporation and a partnership. The Hawaii LLC
allows pass-through taxation to its members like
a partnership, while protecting its members with
limited liability like a corporation. These
characteristics have helped make the Hawaii LLC
more popular than either a corporation or
partnership.
If you have consulted with your accountant and
want to form a Hawaii limited liability company
we can help. First, we will prepare your
Articles of Organization. Next, we will prepare
your Hawaii Operating Agreement which is used to
override default rules imposed by Hawaii’s
Uniform Limited Liability Company Act and will
be fixed while the Hawaii LLC exists. A Hawaii
Operating Agreement generally addresses:
• the members' percentage interests in the LLC
• the members' rights and responsibilities
• the members' voting powers
• how profits and losses will be allocated
• how the LLC will be managed
• rules for holding meetings and taking votes
• opening up bank accounts
If you have three or more members, you probably
need a Hawaii Operating Agreement because the
default rules require unanimity in decisions
such as amending the Hawaii Operating Agreement
and/or Hawaii Articles of Organization or
dissolving the Hawaii LLC and that could be
almost impossible to achieve. Most clients
choose a Hawaii Operating Agreement that allows
the majority of membership interests to control.
Another issue that you may need to be concerned
with is whether your Hawaii LLC is subject to
federal and state securities laws if its
membership interests fall within the definition
of “securities”. We can help you determine
whether your Hawaii LLC’s membership interests
constitute “securities” by conducting an
“investment contract” analysis of your
particular situation. Even if your membership
interests are deemed to be “securities”, we will
do an analysis to see whether any of the
exemptions under federal and Hawaii law apply to
your situation.
Other firm’s charge approximately $1,600 or more
for a Hawaii LLC’s Articles of Organization and
a Hawaii Operating Agreement. However, we can
save you $800 and we can meet with you so you
can make informed decisions on whether you want
to be a member-managed or manager-managed Hawaii
limited liability company, what a registered
agent implies, as well as receive other guidance
from an experienced Hawaii attorney. We will
prepare Hawaii Articles of Organization and a
25+ page standard boilerplate Hawaii Operating
Agreement for you for $800. You pay the
additional filing fee and third-party costs
(such as messenger fees). In addition, because
the formation of your business is generally only
the first step, you will need to see a lawyer
nevertheless for other documents in order to
better protect yourself. Please visit our sister
website at
www.attorneyinhawaii.com to learn
more about what other services you will need to
operate your business.