How to Form an LLC in Hawaii
Hawaii Department of Commerce and Consumer Affairs—Business Registration Division
PO Box 40
335 Merchant Street—Room 201
Honolulu, HI 96810-0040
Statutory Authority: Uniform Limited Liability Company Act — Haw. Rev. Stat. § 23A-428 (2012)
Hawaii LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Hawaii Department of Commerce and Consumer Affairs.
Hawaii Articles of Organization
The following information is legally necessary and sufficient to for a limited liability company in Hawaii:
1. Company name
2. Mailing address of corporation’s initial principal office
3. Registered agent name and address
4. Name and address of each organizer
5. Company duration
6. Management structure
7. Name and address of each initial manager or member
8. Member liability for debts
10. Printed name and signature of each organizer
Hawaii LLC Fee Schedule
Application for Reservation of Name: $10.00
Articles of Organization: $50.00
Application for Certificate of Authority: $50.00
Expedited Review: $25.00
Certified Copy: $10.00
Annual Report: $15.00
Articles of Termination: $25.00
Your company name must end with a limited liability company designator. In Hawaii the specific limited liability company designators are: “Limited Liability Company” “L.L.C.” “LLC” “Limited” may be abbreviated as “Ltd.” and “Company” may be abbreviated as “Co.”
Conduct an entity name search on the Department of Commerce and Consumer Affairs website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $10.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Hawaii requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Hawaii resident or active Hawaii business entity that has a Hawaii street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Hawaii resident and have a Hawaii street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Hawaii limited liability company. Nevertheless, Hawaii permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. Complete the Basic Business License Application and pay the general excise tax.
7. File an Annual Report.
Registering as a Foreign Entity
1. Complete the “Application for Certificate of Authority For Foreign Limited Liability Company.”
2. Attach an original certificate of good standing or other similar record authenticated by the proper officer of the state under whose laws it is organized, dated no more than 60 days prior to the filing of the application.
3. Submit the completed documents, along with the $50.00 filing fee, to the Department of Commerce and Consumer Affairs.
Dissolving a Hawaii LLC
1. Complete the “Articles of Termination.”
2. Submit the completed document, along with the $25.00 filing fee, to the Department of Commerce and Consumer Affairs.