Hawaii Partnership Agreement

Hawaii partnership agreements form the backbone of every partnership since they fully define how a business operates and the partners behind it. This is a binding contract between the partners and, thus, should be reviewed carefully before its execution and amended by vote when needed.

Last updated December 20th, 2024

Hawaii partnership agreements form the backbone of every partnership since they fully define how a business operates and the partners behind it. This is a binding contract between the partners and, thus, should be reviewed carefully before its execution and amended by vote when needed.

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Hawaii Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) All entities are explicitly required to comply with state requirements for entity names: Hawaii Business Search
Registration Statement for Partnership ($15.00)
Limited Partnership (LP) Certificate of Limited Partnership ($25.00)
Application for Certificate of Authority for Foreign Limited Partnership ($50.00)
Limited Liability Partnership (LLP) Statement of Qualification ($25.00)
Statement of Foreign Qualification ($50.00)
Limited Liability Limited Partnership (LLLP) Certificate of Limited Partnership ($25.00) Explicitly elect to operate as a limited liability partnership.

Fiduciary Duty

Duty of Loyalty:

  • Partners must report all benefits (i.e. profit, benefits, etc.) to the partnership as well as the “appropriation of partnership opportunity.” [1]
  • It is required that partners act on behalf of the best interests of the partnership during its “conduct or winding up.”(b)(2) [2]
  • Partners do not compete with the “conduct of the partnership business” before its dissolution. [3]

Duty of Care:

  • Partners must conduct themselves while being mindful of the business and therefore may not undertake “reckless” or “intentional” misconduct or violate the law.[4]
  • A partner’s intent and action comply with the partnership agreement in addition to being completed with “good faith.” [5]

Liability

Partners are liable “for all obligations” placed on their partnership, with exceptions that are specifically mentioned in the partnership agreement. [6]
A partnership’s liabilities apply to the partners in place at the time such liabilities or debts were “incurred” but not to newly admitted partners. [7]
All the general partners of a limited partnership are responsible for the “obligations of the limited partnership” however, a partnership agreement can adjust some protections. (a) [8]
A limited liability partnership offers protection to its partners from its obligations (i.e., “contract, tort, or otherwise”) and debts of operation. [9]
Limited partnerships hold liability for their general partners whenever its normal business activities or conduct result in “loss or injury caused to a person.” [10]
Limited partnerships are explicitly responsible for “misapplied” money, property, or benefits that general partners receive.[11]

State Definitions (7)

Partner means a specifically, a “limited partner or general partner.” [12]
A general partner is a partner who carries the “rights, powers, and obligations” of a limited partnership accordingly. [13]
Limited partner means the partner who does not possess the “right or the power” to bind or manage the limited partnership while remaining aligned with the partnership agreement. [14]
Limited partnership means a partnership entity that has “one or more general partners” as well as at least one limited partner and is formed as such or as a limited liability limited partnership.[15]
Limited liability limited partnership means that the partnership entity is a limited partnership “whose certificate” explicitly states it operates as a limited liability limited partnership. [16]
Foreign limited partnership means an entity from another state or country that is a partnership with “one or more” limited partners according to laws that apply similarly to that entity as the ones in Hawaii. [17]
Foreign limited liability limited partnership means a limited partnership formed and operating outside the state where the general partners have “limited liability for the obligations” carried by the foreign limited partnership because the laws the foreign state applies are similar to those found in section 425E-404 (c). [18]