LLC Operating Agreement in Hawaii 2024: An Essential Guide

Hawaii Operating Agreement: What is an LLC Operating Agreement

Embark on your exciting entrepreneurial adventure in Hawaii and strengthen your LLC foundation with a well-crafted Hawaii LLC Operating Agreement. Discover the importance of this vital document, serving as your LLC’s backbone, through our informative guide. Become well-versed in the responsibilities, rights, and rules governing your business in Hawaii.

Dive into the world of LLCs with our comprehensive guide to help you navigate the complexities of establishing and maintaining a successful business in Hawaii. Trust LLCBase will assist you every step, from crafting a tailored Operating Agreement to mastering its nuances. Let’s set sail on this entrepreneurial journey and build a thriving LLC in Hawaii together!

Create an LLC Operating Agreement

On this page, you’ll learn about the following:

What is an Operating Agreement
- What Should an Operating Agreement Contain
How to Create an Operating Agreement in Hawaii
What to Do After Completing the Operating Agreement
Guide When Starting an LLC in Hawaii
Why Do I Need an Operating Agreement
FAQs

What is an Operating Agreement

An operating agreement is a legal document that outlines an LLC’s ownership structure, management, and operational procedures. It is crucial for businesses of all sizes and is a binding contract among the members. A well-drafted Operating Agreement can ensure the smooth operation of your business and minimize disputes among members. Although not required in every state, having an Operating Agreement in place is highly recommended, even for single-member LLCs.

An Operating Agreement in Hawaii serves as a guideline for the LLC’s operations and provides a framework for resolving member disputes. It also establishes each member’s rights, responsibilities, and liabilities, helping protect their assets. It is a legally binding document. Creating an Operating Agreement tailored to your business needs and compliant with Hawaii laws is essential.

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What Should an Operating Agreement Contain

An effective Hawaii Operating Agreement should include the following key components:

Article I: Organization

This section outlines the essential details of your LLC, including its name, which should comply with Hawaii naming requirements, its purpose, which should provide a clear and concise description of the business activities; and the principal place of business, specifying the registered office address within the state. When starting a business in Hawaii, the effective date of formation should be included, as well as the duration of the LLC, whether perpetual or for a specific term. This article should also mention any relevant state-specific requirements, such as naming Resident Agent who will receive legal documents on behalf of the LLC.

Article II: Management and Voting

In this part of the Operating Agreement, the management structure of the LLC should be clearly defined, whether it will be managed by its members or designated managers. The decision-making process should be outlined, including how decisions will be made, the voting rights of each member, and any specific roles and responsibilities of the members or managers. Additionally, this section should include provisions for holding meetings, such as the frequency, notice requirements, and agenda preparation. Quorum requirements and the procedure for amending the Operating Agreement should be specified, which may require a supermajority or unanimous vote.

Article III: Capital Contributions

This section should detail the initial capital contributions made by each member, specifying the amount, form (cash, property, or services), and the percentage ownership interest in the LLC. The process for future contributions should also be outlined, including any conditions or requirements for additional contributions. Furthermore, the agreement should specify how additional capital will be raised, whether through loans, the issuance of new membership interests, or other methods. The valuation of contributions made in property or services should be addressed, ensuring a fair and equitable allocation of ownership interests.

Article IV: Distributions

This article should describe how profits and losses will be allocated among the members, which may be based on their capital accounts, ownership percentages, or a predetermined formula. The timing and manner of distributions should be specified, as well as any restrictions or limitations on distributions, such as maintaining a minimum capital balance. This section should also address specific tax-related issues, such as allocating tax credits and deductions, ensuring compliance with Hawaii tax laws, and applicable federal tax regulations.

Article V: Membership Changes

An effective Hawaii Operating Agreement should include provisions for handling changes in membership, such as the addition of new members, which may require the approval of existing members and the satisfaction of certain conditions. The withdrawal or death of a member should be addressed, outlining the process for buying out or distributing the departing member’s ownership interest. The transfer or sale of a member’s ownership interest should also be detailed, including any restrictions on transfers, rights of first refusal, or approval requirements to ensure the continuity and stability of the LLC.

Article VI: Dissolution

This final article should outline the circumstances under which the LLC may be dissolved, including a unanimous vote of the members, the occurrence of a specific event, or a court order. The procedure for winding up the business affairs should be specified, including the payment of outstanding debts and liabilities, the distribution of remaining assets among the members, and the preparation and filing of final financial statements. This section should also address any required notifications to government agencies, such as the Hawaii Secretary of State, and the filing of any necessary documents to effectuate the dissolution, ensuring a smooth and legally compliant conclusion to the LLC’s existence.

Overall, crafting an operating agreement can be challenging and time-consuming; however, with the support of the best LLC formation services in Hawaii, you’ll be able to create one smoothly and worry-free!

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How to Create an Operating Agreement in Hawaii

Operating agreements are essential to the smooth functioning of a Limited Liability Company (LLC), as they outline the rules and regulations by which the company will operate. They also provide a legal framework for dispute resolution and define each member’s rights and responsibilities. Creating an operating agreement can be complex, but following these five steps will ensure a reliable outcome in Hawaii.

1. Research Hawaii LLC Laws and Regulations

Before drafting an operating agreement, familiarize yourself with Hawaii’s specific LLC laws and regulations. Each state may have unique requirements for LLCs, such as annual fees, reporting requirements, and rules on allocating profits and losses among members. Consult Hawaii governing agency responsible for business registration, such as the Secretary of State office, to obtain necessary information and guidance on state-specific rules.

2. Compile Essential Information and Documents

Before writing the operating agreement, gather all relevant information and documentation about your LLC, including:

Legal name of the LLC and principal location
Registered agent’s name and contact information
Name(s) of LLC members and their contact information
Percentage ownership of each member
Initial capital contributions of each member
Management structure (whether member-managed or manager-managed)
Anticipated distribution of profits and losses among members

3. Outline the Terms and Provisions

Craft a comprehensive outline of the key terms and provisions that will be included in the operating agreement. This should cover:

Operating capital and member capital contributions (both initial and additional)
Ownership percentage and sharing of profits and losses
Allocation of management responsibilities and decision-making authority
Voting rights of members and the procedure for voting on important matters
Rules governing admission and withdrawal of members
Dispute resolution process and dissolution procedures
Any other provisions relevant to the unique nature of your LLC

4. Draft the Operating Agreement

Using the outline and information you’ve gathered; create a comprehensive operating agreement tailored to the specific needs of your LLC in compliance with Hawaii laws and regulations. It may be helpful to seek the assistance of an attorney or legal service familiar with Hawaii business law. Make sure the final document clearly lays out:

The specific duties and responsibilities of LLC members
The detailed structure of management and decision-making authority
The specific allocation of profits and losses
The steps for handling disputes and potential dissolution

5. Review, Revise and Sign

Before finalizing the operating agreement, have all LLC members review the document to ensure they agree with its terms and conditions. Make any necessary revisions, and then have all members sign and date the agreement. Filing the operating agreement with Hawaii governing agency is not typically required, but retain a signed copy for your LLC’s records and provide a copy to each member.

Completing these five steps will help you create a reliable operating agreement tailored to your LLC’s unique needs and compliant with Hawaii’s laws and regulations. It will establish a clear framework for the operation and management of your business, ensuring a stable foundation for success.

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What to Do After Completing the Operating Agreement

Here are the things that you must do after completing the operating agreement of your Hawaii LLC.

1. Execute the Agreement: After drafting your Operating Agreement, all members should review, sign, and date the document to make it legally binding. Notarizing the document for added legitimacy is good practice, although it is not a legal requirement in most states.

2. Distribute Copies: Provide each member with a copy of the signed Operating Agreement for their records. Keeping the original document in a safe and secure location, such as a company binder or a safe deposit box, is essential.

3. Register with State Agencies: Ensure that the appropriate agencies receive the document if your state requires you to submit a copy of your Operating Agreement during the LLC formation process or any subsequent filings. Check your state’s specific requirements to ensure compliance.

Guide When Starting an LLC in Hawaii

Starting an LLC in Hawaii after completing your operating agreement? You’ll want to follow this straightforward and well-organized step-by-step guide, making for a stress-free and enjoyable start to your business venture!

Step 1: Reserve Your Business Name

If you still need to form your LLC, reserve your desired business name with the 120 days to ensure it remains available. The fees for reserving a name online are $10, and for reserving by mail, the fee is $10. You can use the Hawaii Business Express to check the availability of your desired name before submitting the reservation request.

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Step 2: Register the LLC

Depending on your business activities and location, you may need to register your Hawaii LLC with the Hawaii Department of Taxation. This could include registering for the state income tax at the 4.4-6.4% and state sales tax at the 4.00%. Additionally, you may be required to pay an annual franchise tax, with a late filing fee of in Hawaii, there is no late filing if not submitted on time.

Step 3: Obtain Business Licenses and Permits

Before you kickstart your operations in Hawaii, it is crucial to understand and comply with all state and local requirements. This involves researching and obtaining all necessary permits and business licenses through the Hawaii Department of Commerce and Consumer Affairs. The types of business licenses required may vary depending on the nature of your business. For instance, your business may require professional licenses, which ensures you meet the necessary standards and qualifications to provide your services. Further, if your business involves physical premises, zoning permits may be necessary to ensure your business activities align with the local zoning laws. The complexity may extend further if your business operations involve potential health hazards, requiring you to seek approval from the health department.

Non-compliance with these requirements could attract severe penalties and fines or even lead to the closure of the business. Therefore, keeping abreast of the latest changes is critical to ensure your business complies with applicable laws and regulations. Given the potential complexity of the regulatory landscape in Hawaii, consulting with legal and business experts in the region might be beneficial. This approach could save time, reduce your liability, and contribute to the smooth operation of your business. So, to evade legal complications and unnecessary exposure to the risk of non-compliance, ensure thorough research and adherence to the state and local business requirements. It lays a strong legal foundation for your business venture, fostering a seamless startup experience in Hawaii.

We have also compiled a list of the best business attorneys in Hawaii who can help you obtain your business licenses, secure permits, and handle other Hawaii requirements!

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Step 4: Get the EIN

The next step towards starting a construction company in Hawaii is applying for an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). An EIN, also referred to as a Federal Tax Identification Number, is a unique nine-digit number that the IRS assigns to businesses operating in the United States for identification purposes. This number is essential for tax administration and must be included in your tax return forms. It is also needed when opening a business bank account and helps maintain a separate legal identity for your business.

There are two main ways in which you can apply for an EIN in Hawaii – online and by mail. The online application process is simpler and faster. You can apply online on the IRS website if your principal business is in the United States. If you prefer to apply by mail, you must fill out Form SS-4, which you can download from the IRS website, and send to the IRS. Applying for an EIN is completely free of charge, and upon completion, your EIN is issued immediately when applying online. If you apply by mail, you can expect to receive your EIN within four weeks. Overall, obtaining an EIN is crucial in establishing a construction company in Hawaii.

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Step 6: File the Annual Report

In certain states, maintaining the good standing of your LLC involves more than just staying compliant with given state regulations. You may also be required to submit an annual report to the state authorities; this is a general reporting requirement that details necessary information about your business, such as the names and addresses of members, the nature of the business, and changes, if any, to your LLC. This helps keep the state updated about your business’s operations and structure. The frequency of filing your report may vary depending on specific state requirements; it could be annually or every 1 year.

In Hawaii, the process of filing an annual report also involves remitting a fee, known as the $12.50. This fee usually covers the cost of processing your report and maintaining your business record with the state. It’s crucial to note that failure to file your report or pay the necessary fees as stipulated might lead to penalties or, worse, administrative dissolution. Therefore, understanding your state’s specific requirements for maintaining your LLC’s good standing and diligently meeting these expectations is key for your business’s uninterrupted operation. It ensures you’re legally compliant and maintains your business’s credibility and reputation.

Step 7: Obtain a Certificate of Good Standing

In the business world, credibility and legal integrity play a significant role in attracting potential stakeholders. When establishing an LLC in Hawaii, obtaining a Certificate of Good Standing can help validate your business’s compliance with state regulations. This crucial document confirms your company’s status as a legally recognized entity within the state, with up-to-date state-filed paperwork, no outstanding fees, and adherence to all necessary state requirements. Therefore, by presenting this certification, you demonstrate proactivity in maintaining good legal standing, bolstering your business’s credibility.

The Certificate of Good Standing serves more than establishing compliance. You might find it a necessary document for several important business activities. Compiled at the Hawaii Secretary of State‘s office, it is a common requirement when opening a business bank account. Financial institutions must ensure your LLC’s validity before trusting it with a bank account. Beyond that, this certificate becomes even more critical if you plan to secure additional financing or find partners. It is proof of your business’s good legal health, positively influencing your company’s relationship with potential financiers or partners. Therefore, requesting the Certificate of Good Standing from the Hawaii Secretary of State‘s office becomes an essential action point in your business setup checklist.

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Step 8: Open a Business Bank Account

To maintain the separation between your personal and business finances, open a dedicated business bank account for your LLC. This will make tracking expenses, managing cash flow, and maintaining accurate financial records easier. Many banks offer business accounts with various benefits and features tailored to the needs of small businesses.

Step 9: Maintain Ongoing Compliance

Ensure your LLC complies with state and local regulations, including timely filing annual reports, payment of required fees, and maintaining accurate records. Staying up-to-date with any changes to laws and regulations can help prevent potential legal issues and maintain your LLC’s good standing.

Following these steps after forming an Operating Agreement can ensure your LLC’s smooth and successful start. By staying compliant with state and local regulations, maintaining accurate financial records, and protecting your business with insurance, you can build a strong foundation for your company’s future growth and success.

Why Do I Need an Operating Agreement

1. Legal Protection: An Operating Agreement helps protect the limited liability status of your Hawaii LLC, shielding your assets from potential business debts and liabilities. It also provides legal protection by outlining each member’s rights, responsibilities, and liabilities, minimizing the likelihood of member disputes.

2. Management and Operational Clarity: An Operating Agreement establishes your LLC’s management structure, whether member-managed or manager-managed. It also outlines the decision-making process, voting rights, and other operational procedures, ensuring clarity and consistency in the day-to-day management of your business.

3. Customization: An Operating Agreement allows you to tailor the rules and procedures of your LLC in Hawaii to suit your specific business needs, rather than relying on default state laws that may not be a perfect fit for your company.

4. Credibility and Professionalism: Having a well-drafted Operating Agreement in place demonstrates your commitment to running a professional and legitimate business, making it easier to establish relationships with banks, investors, and other business partners.

FAQs

What is a Hawaii LLC Operating Agreement?

A Hawaii LLC Operating Agreement is a legal document that outlines the rules and regulations governing the operation of an LLC in the state of Hawaii.

Is it mandatory to have a Hawaii LLC Operating Agreement?

While it is not mandatory to have a Hawaii LLC Operating Agreement, it is strongly recommended to do so.

What is the purpose of a Hawaii LLC Operating Agreement?

The purpose of a Hawaii LLC Operating Agreement is to define the ownership structure, management provisions, and regulations governing the operation of your LLC.

Can I use a generic LLC Operating Agreement?

While you can use a generic LLC Operating Agreement, it is recommended to have a customized document that reflects the unique requirements of your LLC in Hawaii.

Who can draft a Hawaii LLC Operating Agreement?

Typically, an attorney specializing in business law can draft a Hawaii LLC Operating Agreement. However, it is possible to draft the agreement yourself or use an online service.

Is there a standard format for a Hawaii LLC Operating Agreement?

There is no standard format for a Hawaii LLC Operating Agreement. However, it must comply with the regulations set forth by the state of Hawaii.

How many members are required to create a Hawaii LLC Operating Agreement?

Regardless of the number of members in your LLC, it is advisable to create a Hawaii LLC Operating Agreement.

Can a Hawaii LLC have only one member?

Yes, a Hawaii LLC can have only one member and still have a Hawaii LLC Operating Agreement.

Can non-members be involved in a Hawaii LLC Operating Agreement?

Yes, non-members can be involved in a Hawaii LLC Operating Agreement as employees, contractors, or third-party service providers.

What should I include in a Hawaii LLC Operating Agreement?

A Hawaii LLC Operating Agreement should include the names and addresses of the members, capital contributions, allocation and distribution of profits and losses, taxation, voting rights, management structure, conflict resolution, and any additional provisions unique to your LLC.

Is a Hawaii LLC Operating Agreement confidential?

Yes, a Hawaii LLC Operating Agreement is confidential and not available to the public.

Can a Hawaii LLC Operating Agreement be changed or amended?

Yes, a Hawaii LLC Operating Agreement can be changed or amended at any time, as long as all the members agree.

What is the process for amending a Hawaii LLC Operating Agreement?

The process for amending a Hawaii LLC Operating Agreement involves unanimous consent from all members and updating the document with the amendments.

Can a Hawaii LLC Operating Agreement be terminated?

Yes, a Hawaii LLC Operating Agreement can be terminated if all members agree to do so.

Are there any state-specific laws on Hawaii LLC Operating Agreements?

Yes, the Hawaii LLC Operating Agreement must comply with the regulations set forth by the Hawaii Revised Statutes.

What does the Hawaii Revised Statutes say about Hawaii LLC Operating Agreements?

The Hawaii Revised Statutes govern the management and operation of LLCs in Hawaii, including the creation and enforcement of Hawaii LLC Operating Agreements.

Is there a deadline for creating a Hawaii LLC Operating Agreement?

There is no deadline for creating a Hawaii LLC Operating Agreement, but it is advisable to create it prior to conducting any business activities.

What are the consequences of not having a Hawaii LLC Operating Agreement?

The consequences of not having a Hawaii LLC Operating Agreement include uncertainty in terms of ownership, management, and dispute resolution, which could lead to conflict and legal disputes.

Can I have an oral Hawaii LLC Operating Agreement?

Yes, an oral Hawaii LLC Operating Agreement is valid in the state of Hawaii. However, it is strongly recommended to create a written agreement to avoid any potential misunderstandings.

Can a Hawaii LLC Operating Agreement limit the liability of the members?

Yes, the Hawaii LLC Operating Agreement can limit the liability of the members to their capital contributions.

Can a Hawaii LLC Operating Agreement be used to resolve disputes?

Yes, a Hawaii LLC Operating Agreement can be used to resolve disputes between the members through a conflict resolution provision.

Can a Hawaii LLC Operating Agreement include a non-compete clause?

Yes, a Hawaii LLC Operating Agreement can include a non-compete clause to prevent any members from competing against the LLC.

Is there any requirement for holding an annual meeting for the Hawaii LLC Operating Agreement?

While there is no requirement to hold an annual meeting, it is advisable to document any major decisions or changes made in the report.

Can a Hawaii LLC Operating Agreement be transferred to another state?

Yes, a Hawaii LLC Operating Agreement can be transferred to another state if the LLC is registered to conduct business in that state.

How long does it take to create a Hawaii LLC Operating Agreement?

The time it takes to create a Hawaii LLC Operating Agreement varies depending on the complexity and the number of members involved.

What is the typical cost of drafting a Hawaii LLC Operating Agreement?

The cost of drafting a Hawaii LLC Operating Agreement varies depending on the complexity and the legal expertise of the professional hired.

Should I consult an attorney before drafting a Hawaii LLC Operating Agreement?

It is highly recommended to consult an attorney who specializes in business law before drafting a Hawaii LLC Operating Agreement to ensure compliance with state and federal laws and regulations.

Should I keep a copy of the Hawaii LLC Operating Agreement?

Yes, every member of the LLC should have a copy of the Hawaii LLC Operating Agreement for reference.

Why is it important to have an LLC Operating Agreement in Hawaii?

It’s important to have an LLC Operating Agreement in Hawaii because it helps avoid disputes between LLC members and provides a blueprint for running the business.

Does Hawaii require LLCs to have an Operating Agreement?

No, Hawaii does not require an LLC to have an Operating Agreement. However, it is highly recommended to have one as it helps LLC members maintain control over their business.

What details are included in a Hawaii LLC Operating Agreement?

A Hawaii LLC Operating Agreement details ownership, roles, responsibilities, and compensation for LLC members, tax structure, dissolution procedures, and more.

Can a Hawaii LLC Operating Agreement be changed?

Yes, a Hawaii LLC Operating Agreement can be changed as long as all members agree to the changes.

Can an LLC in Hawaii operate without an Operating Agreement?

Yes, an LLC in Hawaii can operate without an Operating Agreement, but it’s not recommended.

What happens if a Hawaii LLC doesn’t have an Operating Agreement?

If a Hawaii LLC doesn’t have an Operating Agreement, the state’s default LLC laws govern how the LLC is operated.

How do you create a Hawaii LLC Operating Agreement?

A Hawaii LLC Operating Agreement can be created by partnering with a lawyer to draft one, or by using a template and editing it to fit your business’s needs.

Are there any specific requirements for a Hawaii LLC Operating Agreement to be valid?

Yes, to be valid and legally binding in Hawaii, a LLC Operating Agreement must be signed by all members.

Do Hawaii LLC Operating Agreements have to be notarized?

No, notarization of a Hawaii LLC Operating Agreement is not required.

Must an Hawaii LLC Operating Agreement be filed with the state?

No, Hawaii does not require an LLC Operating Agreement to be filed with the state.

Can a Hawaii LLC Operating Agreement be amended without the consent of all members?

No, a Hawaii LLC Operating Agreement must be amended with the consent of all members.

Can an Hawaii LLC Operating Agreement override state law?

Yes, an Hawaii LLC Operating Agreement can override state law as long as the provisions comply with state law.

What are the consequences of not having an Hawaii LLC Operating Agreement?

The consequences of not having an Hawaii LLC Operating Agreement include disputes between members, difficulty resolving disputes, and confusion in the event dissolving the LLC.

How can I ensure that my Hawaii LLC Operating Agreement is valid?

You can ensure that your Hawaii LLC Operating Agreement is valid by consulting a lawyer and ensuring that all members agree to the provisions.

Can I make changes to an Hawaii LLC Operating Agreement after it has been signed and sent in to state regulation agencies?

You can change some parts of your Hawaii LLC Operating Agreement even if it’s already registered with regulatory authorities. Consult with Hawaii LLC regulations and an attorney to revise it.

Are non-Hawaii residents allowed to form LLCs in the state?

Yes, non-Hawaii residents are allowed to form LLCs in the state.

What are Hawaii’s requirements regarding the designation of LLC members?

Hawaii’s requirements regarding the designation of LLC members are that LLC members must agree on how many votes it takes to make decisions, definition of loss and profits, and more in their Operating Agreement.

How often should Hawaii LLC Operating Agreements be reviewed and updated?

It’s recommended that Hawaii LLC Operating Agreements be reviewed and updated regularly, such as every year or every time a change of LLC members or business goals happen.

Are Hawaii LLC Operating Agreements legally enforceable?

Yes, Hawaii LLC Operating Agreements are legally enforceable as long as they’re signed by all members.

Can a Hawaii LLC Operating Agreement require members to contribute capital or resources to the business?

Yes, a Hawaii LLC Operating Agreement can require members to contribute capital or resources to the business.

Does a Hawaii LLC Operating Agreement determine how profits are distributed?

Yes, a Hawaii LLC Operating Agreement determines how profits are distributed among members.

Does a Hawaii LLC Operating Agreement designate members as either voting or non-voting?

Yes, a Hawaii LLC Operating Agreement can designate members as either voting or non-voting.

Can a Hawaii LLC Operating Agreement impose restrictions on the transfer of a membership interest?

Yes, a Hawaii LLC Operating Agreement can impose restrictions on the transfer of a membership interest.

Can legal action be taken if a member violates his or her Hawaii LLC Operating Agreement?

Yes, members have the right to sue to recover damages related to breach of the Hawaii LLC Operating Agreement.

What is the maximum number of members allowed in a Hawaii LLC?

Hawaii allows an unlimited number of members in an LLC known as their Hawaii Limited Liability Act.

What is the difference between a Hawaii LLC Operating Agreement and Articles of Organization?

An Hawaii LLC Operating Agreement is a detailed agreement that outlines the internal operating details of the LLC while an Article of Organization only contains the relatively simple and mandatory information required to set up a LLC.

What should I do with an Hawaii LLC Operating Agreement after I create it?

After you create and update your Hawaii LLC Operating Agreement, members should keep a copy of it alongside business documents and updated to have more of them whenever necessary.

What if all members do not sign the Hawaii LLC Operating Agreement?

If all LLC members have not signed the Hawaii LLC Operating Agreement, it is not binding nor valid.

Conclusion

A well-crafted Hawaii Operating Agreement is essential for the smooth operation of your LLC and the protection of your assets. By including these key components and tailoring the document to your specific needs, you can create a solid legal foundation for your business. It is highly recommended to consult with an experienced attorney or business professional when creating your Operating Agreement to ensure compliance with Hawaii laws and regulations. With a comprehensive and effective Operating Agreement, you can focus on confidently growing and managing your business. To learn more about forming an LLC in Hawaii, visit LLCBase.