Bill Text: HI HB2082 | 2012 | Regular Session | Introduced

Hawaii House Bill 2082 (Prior Session Legislation)

HI State Legislature page for HB2082

Introduced

Bill Title: Low-Profit Limited Liability Companies

Spectrum: Partisan Bill (Democrat 1-0)

Status: (Introduced - Dead) 2012-01-20 - (H) Referred to ERB, FIN, referral sheet 4 [HB2082 Detail]

Download: Hawaii-2012-HB2082-Introduced.html

HOUSE OF REPRESENTATIVES	H.B. NO.	2082
TWENTY-SIXTH LEGISLATURE, 2012
STATE OF HAWAII

A BILL FOR AN ACT

relating to business entities.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF HAWAII:

SECTION 1. Section 428-101, Hawaii Revised Statutes, is amended by adding a new definition to be appropriately inserted and to read as follows:

""Low-profit limited liability company" means a person organized under this chapter that is organized for a business purpose that satisfies and is at all times operated to satisfy each of the following requirements:

(1) The company:

(A) Significantly furthers the accomplishment of one or more charitable or educational purposes within the meaning of section 170(c)(2)(B) of the Internal Revenue Code of 1986, as amended; and

(B) Would not have been formed but for the company's relationship to the accomplishment of charitable or educational purposes;

(2) No significant purpose of the company shall be the production of income or the appreciation of property; provided, however, that the fact that a person produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property;

(3) No purpose of the company shall be to accomplish one or more political or legislative purposes within the meaning of section 170(c)(2)(D) of the Internal Revenue Code of 1986, as amended; and

(4) If a company that met the requirements of this definition at its formation at any time ceases to satisfy any one of the requirements, the company shall immediately cease to be a low-profit limited liability company; provided that, if the company continues to meet all the other requirements of this chapter, the company shall continue to exist as a limited liability company. The name of the company shall be changed to be in conformance with section 428-105."

SECTION 2. Section 428-105, Hawaii Revised Statutes, is amended by amending subsection (a) to read as follows:

"(a) [~~The~~] Except for a low-profit limited liability company, the name of a limited liability company [~~must~~] shall contain "limited liability company" or the abbreviation "L.L.C." or "LLC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". The letters in the name of a limited liability company [~~must~~] shall be letters of the English alphabet.

The name of a low-profit limited liability company as defined in section 428-101 shall contain the abbreviation "L3C" or "l3c"."

SECTION 3. Section 428-203, Hawaii Revised Statutes, is amended by amending subsection (a) to read as follows:

"(a) Articles of organization of a limited liability company shall set forth:

(1) The name of the company;

(2) The mailing address of the company's initial principal office and the information required by section 425R-4(a);

(3) The name and address of each organizer;

(4) Whether the duration of the company is for a specified term and, if so, the period specified;

(5) Whether the company is a low-profit limited liability company;

[~~(5)~~] (6) Whether the company is to be manager-managed, and:

(A) If so, the name and address of each initial manager, and the number of initial members; or

(B) If not, the name and address of each initial member; and

[~~(6)~~] (7) Whether the members of the company are to be liable for its debts and obligations under section 428-303(c)."

SECTION 4. Statutory material to be repealed is bracketed and stricken. New statutory material is underscored.

SECTION 5. This Act shall take effect upon its approval.

INTRODUCED BY:	_____________________________

Report Title:

Low-Profit Limited Liability Companies

Description:

Authorizes the organization of low-profit limited liability companies.

The summary description of legislation appearing on this page is for informational purposes only and is not legislation or evidence of legislative intent.