§428-1005 Name of foreign limited liability company. (a) If the name of a foreign limited liability company does not satisfy the requirements of section 428-105(b), (c), and (d), the company, to obtain or maintain a certificate of authority to transact business in this State, shall use a fictitious name to transact business in this State if its real name is unavailable.
(b) Except as authorized by subsections (c) and (d), the name, including a fictitious name, of a foreign limited liability company shall not be the same as, or substantially identical to:
(1) The name of any domestic corporation, partnership, limited liability company, or limited liability partnership existing or registered under the laws of this State;
(2) The name of any foreign corporation, partnership, limited liability company, or limited liability partnership authorized to transact business in this State;
(3) A name the exclusive right to which is reserved under the laws of this State;
(4) The fictitious name of another foreign limited liability company authorized to transact business in this State; or
(5) Any trade name, trademark, or service mark registered in this State.
(c) A foreign limited liability company may apply to the director for authority to use in this State a name that is the same as, or is substantially identical to, a name described in subsection (b). The director may authorize use of a substantially identical name applied for if:
(1) The present user, registrant, or owner of a reserved name consents in writing to the use of the name, and one or more words are added to make the name distinguishable upon the records of the director from the name of the foreign limited liability company; or
(2) The applicant delivers to the director a certified copy of a final judgment of a court establishing the applicant's right to use the name applied for in this State.
(d) A foreign limited liability company may use in this State the name, including the fictitious name, of another domestic or foreign entity that is used in this State if the other entity is incorporated, organized, or authorized to transact business in this State and the foreign limited liability company:
(1) Has merged with the other entity; or
(2) Has been formed by reorganization of the other entity.
(e) If a foreign limited liability company authorized to transact business in this State changes its name to one that does not satisfy the requirements of section 428-105(b), (c), and (d), it shall not transact business in this State under the name as changed until it adopts a name satisfying the requirements of section 428-105 and obtains an amended certificate of authority. [L 1996, c 92, pt of §1; am L 1999, c 249, §33; am L 2000, c 219, §80; am L 2006, c 184, §36]
Structure Hawaii Revised Statutes
Title 23A. Other Business Entities
428. Uniform Limited Liability Company Act
428-103 Effect of operating agreement; nonwaivable provisions.
428-104 Supplemental principles of law.
428-105.5 Administrative order of abatement for infringement of limited liability company name.
428-108 Change of registered agent.
428-109 Resignation of registered agent.
428-111 Nature of business and powers.
428-201 Limited liability company as legal entity.
428-203 Articles of organization.
428-204 Articles of amendment.
428-204.5 Amended and restated articles of organization.
428-204.6 Restated articles of organization.
428-206 Filing in office of director; effective time and date.
428-207 Correcting filed record.
428-208 Liability for false statement in filed record.
428-209 Filing by judicial act.
428-301 Agency of members and managers.
428-302 Limited liability company liable for member's or manager's actionable conduct.
428-303 Liability of members and managers.
428-402 Member's liability for contributions.
428-403 Member's and manager's rights to payments and reimbursement.
428-404 Management of the limited liability company.
428-405 Sharing of and right to distributions.
428-406 Limitations on distributions.
428-407 Liability for unlawful distributions.
428-408 Member's right to information.
428-409 General standards of member's and manager's conduct.
428-411 Continuation of limited liability company after expiration of specified term.
428-501 Member's distributional interest.
428-502 Transfer of distributional interest.
428-503 Rights of a transferee.
428-601 Events causing a member's dissociation.
428-602 Member's power to dissociate; wrongful dissociation.
428-603 Effect of a member's dissociation.
428-701 Company purchase of distributional interest.
428-702 Court action to determine fair value of distributional interest.
428-703 Dissociated member's power to bind the limited liability company.
428-704 Statement of dissociation.
428-801 Events causing dissolution and winding up of company's business.
428-802 Limited liability company continues after dissolution.
428-803 Right to wind up the limited liability company's business.
428-804 Member's or manager's power and liability as agent after dissolution.
428-805 Articles of termination.
428-806 Distribution of assets in winding up the limited liability company's business.
428-807 Known claims against dissolved limited liability company.
428-808 Notice; other claims against dissolved limited liability company.
428-809 Grounds for administrative termination.
428-810 Procedure for and effect of administrative termination.
428-811 Reinstatement following administrative termination.
428-812 Appeal from denial of reinstatement.
428-902.5 Conversion into and from limited liability companies.
428-902.6 Articles of conversion.
428-1001 Law governing foreign limited liability companies.
428-1002 Application for certificate of authority.
428-1003 Activities not constituting transacting business.
428-1004 Issuance of certificate of authority.
428-1005 Name of foreign limited liability company.
428-1005.5 Change of name by foreign limited liability company.
428-1006 Revocation of certificate of authority.
428-1007 Cancellation of authority.
428-1008 Effect of failure to obtain certificate of authority.
428-1009 Action by attorney general.
428-1201 Uniformity of application and construction.
428-1203 Certificates and certified copies to be received in evidence.