Form Fllc-Info - Information For Foreign Limited Liability Companies - Hawaii Department Of Commerce And Consumer Affairs
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1
2FORM FLLC-INFO
1/2000
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810
INFORMATION FOR FOREIGN LIMITED LIABILITY COMPANIES
Designated Office and Agent for Service of Process
Section 428-107 provides that a foreign limited liability company shall designate and continuously maintain in this
State: (1) an office, which need not be a place of its business in this State; and (2) an agent and street address
of the agent for service of process on the company. An agent shall be an individual resident of this State, a
domestic corporation, or a domestic limited liability company.
A foreign limited liability company may change its designated office or agent for service of process by delivering
to the director for filing, a statement of change setting forth the information required by Section 428-108.
An agent for service of process may resign by delivering a statement of resignation, in triplicate, to the director
who shall mail a copy to the designated office and another copy to the company at its principal office.
Name Change
Whenever the name of a foreign limited liability company authorized to transact business in this State is changed
by the amendment of its articles of organization, the foreign limited liability company shall, within thirty days after
the amendment becomes effective, deliver to the director for filing a certificate evidencing the name change, duly
authenticated by the secretary of state or other official having custody of company records in the state or country
under whose law it is organized. If the certificate is in a foreign language, a translation under oath of the
translator shall accompany the certificate. A fee of $50.00 shall accompany the filing of the certificate.
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, 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 deliver a copy of the
certificate of registration of trade name for the company’s file and thereafter become authorized to transact
business in the State under that name.
Merger
Section 428-1010 provides that whenever a foreign limited liability company authorized to transact business in
this State shall be a party to a statutory merger or consolidation and is the surviving company, it shall, within
thirty days after the merger or consolidation becomes effective, deliver to the director a certificate evidencing the
merger duly authenticated by the proper officer of the state or country under which the statutory merger was
effectuated. The certificate evidencing the merger or consolidation shall be evidence of an amendment
changing the name if the name of the surviving entity is changed thereby. A fee of $50.00 shall accompany the
filing of the certificate.
If the surviving or new entity is not authorized to transact business in this State and does not intend to do so after
the merger, it shall file an application for cancellation of the nonsurviving or consolidated foreign limited liability
company’s authority to transact business in this State together with the certificate evidencing the merger or
consolidation.
If the surviving or new entity intends to transact business in this State after the merger or consolidation, it may
not do business in this State until an application for authority has been filed with the director.
SEE REVERSE SIDE FOR MORE INFORMATION.
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