Is an operating agreement required for Hawaii LLCs?

This page has not confirmed whether Hawaii law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Hawaii requires, check the website of the state agency that registers LLCs in Hawaii, or ask a business attorney licensed in Hawaii.

Can I write my own Hawaii LLC operating agreement?

Yes, you can write your own Hawaii LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Hawaii's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Hawaii, and consider having a business attorney licensed in Hawaii review your draft before the members sign it.

Does a Hawaii LLC operating agreement need to be notarized?

This page has not confirmed whether Hawaii law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

What happens if my Hawaii LLC doesn't have an operating agreement?

Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Hawaii's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Hawaii before you draft the agreement.

Can I amend my Hawaii LLC operating agreement after formation?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Hawaii's LLC law can apply, so check them, or ask a Hawaii business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Hawaii uses a separate filing, the Articles of Amendment.

Hawaii LLC Operating Agreement: What to Include

Protect your business with a comprehensive operating agreement that meets Hawaii requirements and establishes clear rules for your LLC.

By Edmond Hui · Last updated: October 2026

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Key sections of a Hawaii LLC operating agreement, listing the 7 provisions the document should cover. — What a Hawaii operating agreement should contain, section by section. Source: Hawaii Department of Commerce and Consumer Affairs, Business Registration Division.

Watch: Hawaii LLC Operating Agreement: What to Include (2026)

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage, capital contributions, and membership interests. This section establishes who owns what portion of your Hawaii LLC.

Management structure

Specify whether your LLC is member-managed or manager-managed and outline the roles and responsibilities of managers or managing members.

Voting rights

Establish voting procedures, quorum requirements, and decision-making processes for major business decisions and day-to-day operations.

Profit/loss allocation

Detail how profits and losses will be distributed among members, including timing of distributions and any special allocation arrangements.

Member duties

Outline each member's obligations, fiduciary duties, and restrictions on competing with the LLC or disclosing confidential information.

Dissolution process

Specify the circumstances that would trigger dissolution and the procedures for winding up the LLC's affairs and distributing assets.

Amendment procedures

Establish the process for modifying the operating agreement, including required member approval percentages and documentation requirements.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether Hawaii law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Hawaii requires, check the website of the state agency that registers LLCs in Hawaii, or ask a business attorney licensed in Hawaii.
: Yes, you can write your own Hawaii LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Hawaii's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Hawaii, and consider having a business attorney licensed in Hawaii review your draft before the members sign it.
: This page has not confirmed whether Hawaii law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Hawaii's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Hawaii before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Hawaii's LLC law can apply, so check them, or ask a Hawaii business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Hawaii uses a separate filing, the Articles of Amendment.

Sources

3 documents

Each entry below is a document recorded in our verified Hawaii sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

Hawaii statute: Hawaii Revised Statutes Chapter 428 (LLC law)
Hawaii statute: Hawaii Revised Statutes chapter 428 (LLC law)
cca.hawaii.gov/breg/registration/dllc/Hawaii Department of Commerce and Consumer Affairs, Business Registration Division: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for Hawaii LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

By owner type

By profession

Ready to Form Your Hawaii LLC?

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