In a derivative action brought by one or more shareholders or members to enforce a right of a corporation or of an unincorporated association, the corporation or association having failed to enforce a right which may properly be asserted by it, the complaint shall be verified and shall allege that the plaintiff was a shareholder or member at the time of the transaction of which the plaintiff complains or that the plaintiff's share or membership thereafter devolved on the plaintiff by operation of law. The complaint shall also allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors or comparable authority and from the shareholders or members, and the reasons for the plaintiff's failure to obtain the action or for not making the effort. The derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of the shareholders or members similarly situated in enforcing the right of the corporation or association. The action shall not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to shareholders or members in such manner as the court directs.
Rule 23.1.Derivative Actions by Shareholders.
Last amended January 1, 2000 · Last verified July 3, 2026
In one sentenceRule 23.1 requires a shareholder or member suing to enforce a corporation's or association's own right to have been an owner at the relevant time, to have tried to get the corporation to act first, and to adequately represent the other owners.
Full Text of Rule 23.1
Amendment History
Added May 15, 1972, effective July 1, 1972
amended December 7, 1999, effective January 1, 2000
Plain-English Summary
Rule 23.1 governs a derivative action, a suit a shareholder or member brings to enforce a right belonging to the corporation or unincorporated association itself, after that entity has failed to enforce the right on its own. The complaint must be verified, and it must allege that the plaintiff was a shareholder or member when the transaction complained of happened, or that the plaintiff's shares or membership passed to the plaintiff afterward by operation of law. The complaint must also describe with particularity the efforts the plaintiff made to get the directors or comparable authority, and the shareholders or members, to take the desired action, and explain why those efforts failed or weren't made.
A derivative action can't go forward if the plaintiff wouldn't adequately represent the interests of similarly situated shareholders or members in enforcing the entity's right, and, like a class action, it can't be dismissed or settled without the court's approval and notice to the shareholders or members.
Frequently Asked Questions
What must a shareholder allege to bring a derivative action under Rule 23.1?
That the plaintiff was a shareholder or member at the time of the transaction complained of, or that the shares passed to the plaintiff afterward by operation of law, and, with particularity, the efforts made to get the corporation to act and why those efforts failed.
Can a derivative action be settled without court approval?
No. Rule 23.1 requires court approval of any dismissal or compromise, plus notice to the shareholders or members of the proposed dismissal or compromise.
Source & verification. The rule text and History are reproduced verbatim from the
official Hawaii Rules of Civil Procedure (Haw. R. Civ. P. 23.1). Prescribed by the Supreme Court of Hawaii (Haw. Rev. Stat. § 602-11; Haw. Const. art. VI, § 7). The plain-English summary is original and written by us. Last verified July 3, 2026. ·
Official source
Also known as: shareholder derivative suitderivative action requirements