Hawaii LLC Basics & Helpful Information
General Overview of the Hawaii LLC
This article is meant to be a general overview of the Hawaii LLC formation process and other basic issues related to LLCs.
Initial Filing Fees
Hawaii Filing Fees
The filing fee for the Hawaii LLC Articles of Organization is $50.00. To expedite processing for a quicker turnaround add $25.00. There is a new additional $1.00 fee imposed by State Archives on permanent records that will be collected by Business Registration Division (BREG) on behalf of Dept. of Accounting and General Services.See full fee schedule →
Filing Time Frame
Hawaii Filing Time
Regular processing time for a Hawaii LLC generally takes 5-7 business days depending on the order in which it is received and the current workload of the Hawaii Department of Commerce and Consumer Affairs. Expedited processing reduces the turnaround time.
Annual Compliance & Fees
Hawaii Annual Compliance Requirements
Hawaii LLCs are required to file an Annual Report ($15) with the Hawaii Department of Commerce and Consumer Affairs. The Annual Report can be filed online. The due date for the Hawaii LLC Annual Report is anytime within the quarter of the anniversary date of the LLC. For example, if the anniversary date of the Hawaii LLC is February 15th (in the 1st Quarter), then the Annual Report would be due between January 1st and April 1st (in the first quarter). If your address is current, you should receive an annual reminder in the mail. You can expedite the Annual Report for a fee of $25.00.
Form an LLC in Hawaii
You can use this checklist to help guide you through the process of forming a Hawaii LLC:
Step 1: Decide on a Business Name
The first step in creating an LLC in Hawaii is deciding on a name for the Hawaii LLC. You’ll need to check with the Hawaii Department of Commerce and Consumer Affairs to make sure the name you’ve chosen is available. You can do this online via the Hawaii Business Search. You may reserve a business name for a fee of $10.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Hawaii Department of Commerce and Consumer Affairs will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.
Your LLC name must contain the words “limited liability company” or the abbreviations “L.L.C” or “LLC”. The name must be distinguishable from other business entities transacting business in Hawaii.
Hawaii Trade Names
A trade name is similar to a “doing business as” (DBA) name. Although a trade name is not legally required, it is a wise business practice. The fee for filing a registration for Trade Name, (or Trademark, or Service Mark) is $50.00, with an additional fee of $20.00 for expedited service. Hawaii trade names are only applicable in Hawaii and are not substitutes for a national trademark filing.See more info on Hawaii Trade Names →
Step 2: Register your LLC with the State
Hawaii Articles of Organization
Your Hawaii LLC is formed by signing and filing Articles of Organization with the Hawaii Department of Commerce and Consumer Affairs (DCCA). You can also e-file the Hawaii Articles of Organization. The Article of Organization may be mailed using the paper version of the Hawaii Articles of Organization. The Hawaii DCCA will examine the Articles of Organization for statutory compliance and will either approve the articles for filing or reject the articles with instructions on how to resubmit the document.
Hawaii Registered Agent Information
Hawaii requires that the LLC have and continuously maintain in the State of Hawaii a registered agent, an individual or a business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. An LLC cannot be its own registered agent, but the LLC can appoint one of its members as the registered agent. The agent may be an individual who resides in the state, a domestic entity, or a foreign entity authorized to transact business in the state of Hawaii. The registered agent is required to have a permanent, street address in Hawaii. Post office boxes or mail-drops may not be used as the address.Read more about Registered Agents →
Step 3: Create and Sign the LLC’s Governing Document
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meetings are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.
Step 4: Get an EIN
After you form an LLC in Hawaii, you can get the EIN. There are a few different ways to get an EIN:
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
Step 5: Get Licenses and Permits
After you create your new Hawaii LLC, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.Read more about Hawaii Occupational Licensing → Read more about Hawaii Licensing and Permitting →
Registering a Foreign LLC in Hawaii
If you have a non-Hawaii LLC (aka Foreign LLC) and you are doing business in Hawaii, you may need to register the Foreign LLC in Hawaii. Each state has a different definition of “doing business”. In Hawaii, the kinds of activities that would not constitute “doing business” are outlined in the Hawaii Revised Statutes, Section 428-1003.
The filing fee for the Application for Certificate of Authority in Hawaii is $50 and for an additional $25, the process can be expedited.See more about registering a foreign LLC in Hawaii →