How to Incorporate 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: Hawaii Business Corporation Act — Haw. Rev. Stat. § 23-414 (2012)
Hawaii Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
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 Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in Hawaii:
1. Company name
2. Mailing address of corporation’s initial principal office
3. Registered agent name and address
4. Number of authorized shares
5. Name and address of each incorporator
6. Printed name and signature of each incorporator
Hawaii Incorporation Fee Schedule
Application for Reservation of Name: $10.00
Articles of Incorporation: $50.00
Application for Certificate of Authority: $50.00
Expedited Review: $25.00
Certified Copy: $10.00
Annual Report: $15.00
Articles of Dissolution: $25.00
Your company name must end with a corporate designator. In Hawaii the specific corporate designators are: “Corporation” “Incorporated” “Company” “Limited” “Corp.” “Inc.” “Ltd.”
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 corporation. Nevertheless, Hawaii permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. Complete the Basic Business License Application and pay the general excise tax.
9. File an Annual Report.
Registering as a Foreign Entity
1. Complete the “Application for Certificate of Authority For Foreign Corporation.”
2. Attach an original certificate of good standing or other similar record authenticated by the proper officer of the state of incorporation 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 Corporation
1. Complete the “Articles of Dissolution.”
2. Submit the completed document, along with the $25.00 filing fee, to the Department of Commerce and Consumer Affairs.