Form a Hawaii LLC
Ready to start your limited liability company? Transform your organization into a legal business entity in three easy steps today with LegalZoom. As an LLC, you'll gain the ability to protect your personal assets from financial risk and enjoy the benefits of a corporation with fewer formalities. We'll help you choose how you want to organize your LLC and walk you through the whole process.
When you form your Hawaii LLC with LegalZoom, we prepare and file your articles of organization with the Hawaii State Director's Office. We also conduct a name search for your Hawaii LLC, to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Hawaii LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering an LLC Name: Choosing a business name is one of the first steps in the process of forming your Hawaii Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "Limited Company" or "Limited Liability Company" or the abbreviation "L.C." or "L.L.C." The word "limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co." The letters in the name of a LLC must be letters of the English alphabet.
Must be distinguishable from (not the same as or deceptively similar to):
o The name of any Hawaii limited liability company, domestic corporation, partnership, limited partnership, or limited liability partnership existing or registered under the laws of this State
o The name of any foreign corporation, partnership, limited partnership, limited liability company, or limited liability partnership authorized to transact business in this State
o A name whose exclusive right is reserved under the laws of this State
o A fictitious name for a foreign LLC authorized to transact business in this State because its real name is unavailable
o Any trade name, trademark, or service mark registered in this State.
A LLC may apply to use a name that is not distinguishable if:
The present user, registrant, or owner of a reserved or registered name consents in writing to the use of the name, and one or more words are added to make the name distinguishable from the name of the applicant
The applicant delivers to the director a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.
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.
How to Register: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Hawaii LLC formation, articles of organization must be filed with the state government. State law requires that certain information be included in the articles of organization of your Hawaii Limited Liability Company. This information must include:
The company name
The street address of the LLC's registered office
The name of the LLC's registered agent at that office
The street address of the principal office
The name and address of each organizer
The period of the LLC's duration, (it may be perpetual or for a set amount of time), the duration of a limited liability company is at-will unless a term for its duration is specified in its articles of organization
A statement as to whether the company will be member-managed or manager-managed
A statement as to whether the members of the company are to be liable for its debts and obligations
Any other provisions, not inconsistent with law, that the member elect to be set forth including any matters that are required to be or may be included in an operating agreement under this article
If any provision of an operating agreement is inconsistent with the articles of organization: (1) The operating agreement controls as to managers, members, and members' transferees; and (2) The articles of organization control as to persons other than managers, members, and their transferees who rely on the articles to their detriment.
Filing: Your LLC is considered organized once the articles of organization and one copy (or conformed copy) are delivered to the State, and the articles are deemed to be compliance with state requirements. The document must be executed by (1) an organizer, if the LLC has not yet been formed, (2) a manager, or (3) if none have been selected then a member or (4) a fiduciary, if the LLC is in the hands of a receiver, trustee, or other court-appointed fiduciary. The person executing the document must sign it and indicate his name and title (the capacity in which the person signs). One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, a Hawaii LLC formation generally requires inclusion and/or consideration of the following:
Organizers: Any natural person or entity may form a LLC. The natural person or entity need not be a member of the LLC.
Minimum Number of Organizers: One or more natural persons or business entities.
Eligibility: An organizer may be an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
Operating Agreement: Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
Membership: A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more.
Eligibility Requirements: A natural person or an entity
Procedure for Membership: The member may acquire an interest in the LLC at the formation of the LLC or at the time provided in, and upon compliance with, the operating agreement.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company. A member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will.
A member's dissociation from a limited liability company is wrongful only if it is in breach of an express provision of the operating agreement or before the expiration of the term of a company having a specified term: (A) The member withdraws by express will; (B) The member is expelled by judicial determination; (C) The member is dissociated by becoming a debtor in bankruptcy; or (D) In the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence.
A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members.
Contribution:The contributions of a member to the limited liability company may be in tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, or other obligations to contribute cash or property, or contracts for services to be performed.
Registered Agent In Hawaii
LegalZoom can also provide your business with a Registered Agent in Hawaii. A Hawaii Limited Liability Company must have a registered agent -- the person or office designated to receive official state correspondence and notice in the event that the company is "served" with a lawsuit.
Eligibility Requirements: The registered agent in Hawaii may be: (1) an individual who resides in this State, (2) a domestic entity authorized to transact business in this State, or (3) a foreign entity authorized to transact business in this State. The business office must be identical with the registered office.
Registered Office: The registered office may be any place of its business in the state of Hawaii.
Hawaii State Director
Once a Hawaii LLC has been created, the State of Hawaii will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Hawaii State Director's office.
Annual Report: A limited liability company shall file an annual report that lists:
The name of the company and the state or country under whose law it is organized
The mailing address of the company's principal office
The street address of its registered office in this State
The name of its registered agent at its registered office in the State
Whether the company is manager-managed, and if so, the name and address of each manager, and the number of members; or if not, the name and address of each member.
Annual reports reflecting the period from January 1, 2002, through December 31, 2002, that would otherwise be required, may be voluntarily filed with the department director if the annual report complies with the requirements of this section.
Effective January 1, 2003, for domestic or foreign limited liability companies whose date of organization or registration in this State falls between: (1) January 1 and March 31, an annual report shall be filed on or before March 31 of each year and shall reflect the state of the company's affairs as of January 1 of the year when filed; (2) April 1 and June 30, an annual report shall be filed on or before June 30 of each year and shall reflect the state of the company's affairs as of April 1 of the year when filed; (3) July 1 and September 30, an annual report shall be filed on or before September 30 of each year and shall reflect the state of the company's affairs as of July 1 of the year when filed; and (4) October 1 and December 31, an annual report shall be filed on or before December 31 of each year and shall reflect the state of the company's affairs as of October 1 of the year when filed; provided that if a domestic or foreign limited liability company is organized in the same year in which the annual report is due, the domestic or foreign limited liability company shall not be required to file an annual report for that year. Thereafter, the domestic or foreign limited liability company shall comply with the requirements of this section.
Records:Each limited liability company shall keep records open to inspection at its office.
Acts Triggering Dissolution: Unless otherwise provided in the articles or a written operating agreement, a limited liability company is dissolved upon the happening of any one of the following events:
An event specified in the operating agreement
Consent of the number or percentage of members specified in the operating agreement
An event that makes it unlawful for the business to be continue unless the illegality is cured within 90 days
On application by a member or a dissociated member, upon entry of a judicial decree that:
o The economic purpose of the company is likely to be unreasonably frustrated
o Another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member
o It is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement
o The company failed to purchase the petitioner's distributional interest
o The managers or members in control of the company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner
An LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation;instead, it can be a "pass-through entity," so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited Liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Hawaii is variable, based on Hawaii taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with Hawaii State Director's office, along with the appropriate state filing fee. When appropriate, two checks must accompany the document, one payable to the judge of probate and one payable to the state government, covering all charges for the state government.