A limited liability company’s operating agreement or company agreement is similar to a corporation’s shareholder agreement, and provides for the management of the LLC, and the rights and duties of the owners of the LLC (members) and the managers of the LLC, if any.
Specifically, the LLC operating agreement should address the company’s finances, capital contributions, percentages of ownership, voting rights, meetings, notices, buyouts, distribution of profits and losses, officers, and other matters. Limited liability companies generally may be managed by the members or by appointed or elected managers.
In Hawaii, a limited liability company (LLC) is governed by an operating agreement, which is a key document that outlines the management structure and the rights and responsibilities of its members and managers. The operating agreement is akin to a corporation's shareholder agreement. It is not mandatory to have an operating agreement in Hawaii, but it is highly recommended as it provides clarity and structure for the operation of the LLC. The operating agreement should cover essential aspects such as the LLC's financial affairs, capital contributions, ownership percentages, voting rights, procedures for meetings and notices, buyout provisions, and the distribution of profits and losses. It should also detail the roles of officers and the management structure, indicating whether the LLC will be member-managed or manager-managed. While Hawaii state statutes provide default rules for LLCs, an operating agreement can tailor the governance of the LLC to the specific needs of its members. Without an operating agreement, the default provisions under Hawaii state law will apply, which may not be suitable for all LLCs.