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Home | Business & Tax | Incorporation | Hawaii Incorporation


Form a Hawaii Corporation



Let Legalzoom walk you through the incorporating process. With our help, creating a corporation is clear, simple, and can be done online in three easy steps. Protect your personal assets, save on your tax bill, and get the fringe benefits of a legally established business entity. Thousands of businesses have used Legalzoom to incorporate. So go ahead: go with experience. Take the next step and incorporate online today.



When incorporating in Hawaii with LegalZoom, we not only file your articles of incorporation with the Hawaii Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Hawaii corporation.

Hawaii Incorporation Information

Incorporating in Hawaii

Corporate Name:

Choosing a business name is one of the first steps of forming your Hawaii Corporation. The name that you choose:
  • Must be distinguishable from any other registered Hawaii business entity and any reserved names on record, subject to certain exceptions under state law
  • May not state or imply that the corporation is organized for a purpose other than in its articles of incorporation.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.

In addition, the name of your Hawaii corporation must contain one of (or an abbreviation of) the following endings:
  • "Incorporated"
  • "Corporation"
  • "Limited"
Articles of Incorporation:

To form a corporation in Hawaii, articles of incorporation must be filed with the Hawaii Department of Commerce, Business Registration Division. Hawaii law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:

Incorporators:
  • Minimum Number of Incorporators: One or more.
  • Eligibility Requirements: None.
  • Duties: Delivering articles of incorporation to the department director for filing.
Corporate Purpose(s):

Hawaii allows a corporation to be formed for any lawful business activity The purpose does not have to be listed in the articles.

Director Information:
  • Minimum Number of Directors: One or more. At least one director is required, even if the corporation has only one shareholder.
  • Eligibility Requirements: Directors must be natural persons who are at least 18 years old. The articles of incorporation or bylaws may prescribe additional qualifications for directors.
  • Listing Requirements: Not required in the articles.
Stock Information: The number of shares the corporation is authorized to issue must be stated in the Articles.
NOTE: A Hawaii corporation is exempt from registration under Hawaii's Uniform Securities Act if there are 25 or fewer subscribers.

Other Required Listing Information:
  • The mailing address of the corporation's initial principal office,
  • The street address of the corporation's initial registered office, and
  • The name of its initial registered agent at its initial registered office.
Optional Provisions:

Hawaii also permits optional provisions to be integrated into the articles of incorporation for corporations who wish to formalize additional criteria, such as:
  • The names and addresses of the initial directors;
  • The corporate purpose(s);
  • Provisions regulating the powers of the corporation, its board of directors, and shareholders;
  • A par value for authorized shares or classes of shares; and
  • Personal liability of shareholders for the debts of the corporation in certain situations;
  • Limitation of director liability to the corporation or its shareholders in certain situations.
Bylaws:

Bylaws govern a Hawaii corporation's business and affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the government. The board of directors of a corporation may adopt, amend or repeal bylaws, unless the articles reserve this right for the shareholders. Officers may either be listed in the bylaws or elected by the board in compliance with the bylaws.

Registered agent:

Every Hawaii corporation must have a registered agent in Hawaii-- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
  • Eligibility Requirements - The registered agent must be either (1) a resident individual whose business office is the same as the registered office or (2) a corporation with authority to transact business in Hawaii, having a business office identical with the registered office.
Professional Corporations:

Under Hawaii law, a professional corporation may be formed for the purpose of rendering professional services within two or more professions, insofar as the combination of purposes is permitted by applicable licensing laws. Professional corporations must also comply with particular conventions in its choice of corporate name. A professional corporation must not engage in any other business, except it may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment.

Annual Report:

A report must be filed with the Hawaii department director every year between January 1 and April 1, or on another date that the director may specify. The first report must be filed within this period in the year following the calendar year of incorporation. This report must include:
  • The corporation's name and its state or country of incorporation;
  • The mailing address of its principal office, the address of its registered office in this State, and the name of its registered agent at its registered office in this State;
  • The names and business addresses of its directors and officers;
  • A brief description of the nature of its business;
  • If a domestic corporation: the total number of authorized shares, itemized by class and series, and the total number of issued and outstanding shares, itemized by class and series, within each class.
Other Reports:

The board must send an annual report to all shareholders on a filing date that is based on the corporation's date of incorporation or registration. If the incorporation/registration date was:
  • Between January 1 and March 31, the annual report must be filed by March 31 of each year and indicate the state of the corporation's affairs as of January 1 of the filing year
  • Between April 1 and June 30, the annual report must be filed by June 30 of each year and indicate the state of the corporation's affairs as of April 1 of the filing year
  • Between July 1 and September 30, the annual report must be filed by September 30 of each year and indicate the state of the corporation's affairs as of July 1 of the filing year
  • Between October 1 and December 31, the annual report must be filed by December 31 of each year and indicate the state of the corporation's affairs as of October 1 of the filing year
If an annual report is due in the year of incorporation, the first report will not be due until the following calendar year. This report describes the financial position of the corporation for the fiscal year, as well as any indemnifications and advances made to directors of the corporation.

Income Tax Rate:

For information on the Hawaii state income tax rate, visit: http://www.state.hi.us/tax/tax.html

S Corporations:

S corporation status is recognized by the Department of Commerce of the State of Hawaii.