Closing a business in Hawaii is more complicated than some owners might expect, as Hawaii has no Secretary of State and different types of business entities use different forms. It can be confusing, and if you get any of these steps wrong, your business will likely remain legally active on state records. This means annual reports will keep coming due, penalties will keep accruing, and your personal exposure won’t end simply because you stopped operating.
To help successfully complete a business dissolution in Hawaii, this guide offers important information and key insights about what steps need to be taken, from the internal vote through filing final federal tax returns.
Quick answers before you start
Can you dissolve your Hawaii-based business without a lawyer?
Yes, for most straightforward LLCs and corporations with no major debts, disputes, or litigation. If your business has unpaid taxes, disagreeing owners, pending lawsuits, or significant liabilities, then it would be prudent to talk to a Hawaii-based attorney before filing.
Can LegalZoom help with business dissolution in HI?
Yes. LegalZoom can help you identify the correct state form, prepare and submit your paperwork, and provide a post-filing checklist to close out tax accounts, licenses, and other obligations. In addition, LegalZoom’s Business Dissolution Manager provides peace of mind with hands-on dissolution management by experienced professionals.
What are the minimum required steps to legally complete a business dissolution in HI?
The minimum required steps to dissolve a business in Hawaii are:
- Get internal approval from members or shareholders
- File the correct dissolution form with Hawaii DCCA/BREG and pay the filing fee
- Pay off debts and distribute remaining assets
- Close state and federal tax accounts and cancel licenses
What forms are used for business dissolution in HI?
Hawaii LLCs file Form LLC-11, Articles of Termination. Hawaii domestic profit corporations file Form DC-13, Articles of Dissolution. Both go to the Hawaii Department of Commerce and Consumer Affairs (DCCA), Business Registration Division (BREG). There is no Secretary of State in Hawaii.
What is business dissolution?
Business dissolution is the formal legal process of ending a business entity's existence on government records. Stopping business operations is not the same thing—you can lock the doors, stop taking customers, and close your bank account, yet your business is still legally active under Hawaii law. This is because the state has no way of knowing you stopped operating until you file the necessary legal documents to tell them.
Until DCCA/BREG accepts your dissolution filing, your business will remain active on state records. Annual reports are still due, tax accounts stay open, and your business can still be held responsible for debts. Proper dissolution is what actually ends those legal obligations and limits future liability.
Why it matters to properly dissolve your Hawaii business
Proper dissolution matters because simply walking away without filing the requisite legal documents is not a legal closure. In fact, it is effectively an invitation to incur ongoing fees, tax notices, and personal liability that may follow you for years.
Risks of failing to dissolve a business
Until DCCA/BREG accepts a dissolution or termination filing, your business stays active on the public registry, which means:
- Annual report penalties keep accruing. Delinquent filings carry a $10.00 late fee per year. Beyond that, Hawaii LLC statutes impose an escalating penalty of up to $100 for every 30-day period the delinquency continues. These penalties don’t go away if the state forces your business to close.
- Tax accounts stay open. Filing with DCCA/BREG has no effect on your accounts with the Hawaii Department of Taxation. Your General Excise Tax (GET) account, withholding account, and employer accounts all remain open and keep generating notices until you formally close them.
- You remain vulnerable. Owners of a technically-active business remain legally accountable for it and can face arguments that the business was never properly wound down, which complicates creditor claims and owner disputes.
What administrative closure actually means
Hawaii will initiate an administrative termination of a domestic LLC when it hasn't filed an annual report for two years. The corporate equivalent is called involuntary dissolution, triggered by the same two-year window.
Administrative termination or dissolution is not a clean closure. It doesn't automatically close tax accounts, cancel licenses, or resolve creditor obligations. It simply removes the entity from BREG's active registry, often with unpaid penalties attached.
The math is simple: Voluntary dissolution costs $25 in state filing fees. Years of accruing penalties, open tax accounts, and potential reinstatement costs can tally much higher.
How to dissolve a business in Hawaii: Step-by-step
The most common dissolution mistake that happens before anyone fills out a form in Hawaii is using the wrong form. LLCs and corporations use different forms, and they are not interchangeable. This is why you need to confirm your entity type first by searching your business on Hawaii Business Express. Everything else follows from that.
| Entity type | Form name |
|---|---|
| Hawaii LLC | Form LLC-11 (Articles of Termination) |
| Hawaii domestic for-profit corporation | Form DC-13 (Articles of Dissolution) |
| Early-stage corporation (never issued shares or commenced operations) | Form DC-10 (Articles of Dissolution by Incorporators or Initial Directors) |
Step 1: Get internal approval to dissolve
Dissolution begins inside your company, not with the state. Members, directors, or shareholders must formally vote to dissolve before you file anything with BREG. Filing without that internal sign-off is a common mistake owners make.
Members of Hawaii LLCs should review the operating agreement to determine what member vote is required. If your operating agreement doesn’t specify, follow Hawaii’s default rules under Chapter 428 of the Hawaii Revised Statutes. This typically requires a majority vote of members. For single-member LLCs, you still need a written record showing you, as sole member, authorized dissolution on a specific date.
A Hawaii corporation’s board of directors must recommend dissolution to shareholders, unless a conflict of interest makes that inappropriate. Voting shareholders must then approve. The required threshold depends on when your business was incorporated.
- Incorporated on or after July 1, 1987: Majority of shares with voting power at a meeting, or unanimous written consent
- Incorporated before July 1, 1987: Three-fourths of shares with voting power at a meeting, or unanimous written consent
Document the approval in writing before you file anything. Acceptable formats include written member consent, a board resolution, or meeting minutes recording who voted and the outcome. Keep this document permanently with your dissolution records.
Filing with BREG without documented internal approval can invalidate the dissolution, trigger owner or shareholder disputes, and create fiduciary-duty claims against managers, directors or controlling owners, even if BREG accepts the filing.
Step 2: Wind down operations and notify creditors
Start the operational wind-down process before or alongside filing your dissolution form. Waiting until BREG accepts the filing puts you behind on obligations to creditors, vendors, and tax agencies.
Stop taking on new customers or contracts, collect money owed to the business, compile all outstanding debts, and notify known creditors that the business is dissolving.
The order of operations matters. An LLC may only file articles of termination after all debts, liabilities, and obligations have been paid and discharged, or adequate provision made, and all remaining property distributed to members. Corporations are similar—pay or make written provision for every known debt before distributing a dollar to owners.
Note: Distributing cash or assets to owners before all known debts are paid or adequately provided for can expose those owners to personal liability, fraudulent transfer claims, and creditor lawsuits, even after BREG accepts the dissolution filing.
Work through this checklist before any owner distributions:
- Pay or make written provision for every known debt, vendor invoice, loan, and tax obligation.
- Address commercial leases, customer contracts, and ongoing service agreements.
- Resolve or make provisions for any pending litigation.
- Resolve personal guaranties (these survive dissolution entirely; the lender can still pursue you individually).
Hawaii law also gives dissolved corporations two optional tools for managing creditor exposure: a written notice to known claimants under HRS 414-386 (setting a deadline of no fewer than 120 days for claims), and a published notice to unknown claimants under HRS 414-387. Neither is mandatory, but both give corporations a structured way to limit lingering creditor exposure. Consult a Hawaii attorney if creditor exposure is a significant concern.
Step 3: File the correct dissolution form with DCCA/BREG
Gather the following before you start:
- Your legal business name exactly as registered with BREG
- Your file number (found on Hawaii Business Express)
- The date dissolution was internally authorized
- The name and title of the authorized signer
- Desired effective date (if you want it delayed)
- Your payment method
LLCs file articles of termination. This form requires you to certify that all debts and obligations have been paid or provided for, all remaining assets distributed to members. There should either be no lawsuits pending or adequate provisions made for any judgment that may be entered. Corporations file articles of dissolution. This form must be signed by at least one officer of the corporation.
Both LLC and corporation filings require a $25 nonrefundable fee. Expedited processing is available for an extra $25.
You can file online through Hawaii Business Express. This is the fastest method and allows you to track your filing status. You can also email completed forms to breg@dcca.hawaii.gov. Be sure to include your contact information.
You can also mail forms to:
Department of Commerce and Consumer Affairs
Business Registration Division
P.O. Box 40
Honolulu, Hawaii 96810
For in-person service, visit this address:
King Kalakaua Building
335 Merchant Street
Room 201
Honolulu, Hawaii 96813
Email and mail are accepted, but processing may be delayed. File online if speed matters.
Step 4: Confirm acceptance and note the effective date
Submitting your form is not the same as completing your dissolution. Generally speaking, your business will remain legally active on BREG's records until the filing is reviewed, accepted, and processed in the system.
Do not assume you are dissolved until BREG confirms it. Wait for written confirmation from BREG, then confirm again by searching your business name on Hawaii Business Express to verify that your entity status shows dissolved or terminated.
Retain the following permanently:
- Filed and accepted articles of termination or dissolution with date confirmation
- Payment confirmation for the filing fee
- Internal approval resolution or meeting minutes
- BREG acceptance notice or email
If you specified a delayed effective date, the entity is still legally active until that date arrives. Don't act as dissolved in the interim. For a status update on a pending filing, contact BREG at (808) 586-2727 or DCCA's centralized call center at (844) 808-DCCA (3222).
Step 5: Close tax accounts and file final returns
BREG dissolution does not automatically close your Hawaii-based tax accounts. The Hawaii Department of Taxation doesn't know your business is closed until you tell them.
- General Excise Tax (GET) account: Cancel online through Hawaii Tax Online or submit Form GEW-TA-RV-1 (Notification of Cancellation of Tax Licenses and Tax Permits) to the Hawaii Department of Taxation. All required periodic and annual returns must be filed through the cancellation date and all taxes must be paid in full. If returns and taxes aren't filed and paid, the account stays open.
- Withholding tax account: File final withholding returns using Form HW-14 (Employer’s withholding of state income tax) for the period through your dissolution date. Fill in the oval marking it as your final return and include the cancellation date.
- Unemployment insurance account: Contact the Hawaii Department of Labor and Industrial Relations (DLIR) Unemployment Insurance Division to close your employer account and file any final quarterly contributions. You can complete this online using the DLIR portal.
- Final Hawaii state tax returns: For most Hawaii corporations, file Form N-30 (Hawaii Corporate Income Tax Return) for the period ending on your dissolution date, marked as a final return. Partnerships and multi-member LLCs file Form N-20 (Hawaii Partnership Return of Income). Please note that S corporations will need to file a final Form N-35 (S corporation income tax return).
- Federal tax filings: You may file your federal income tax return as normal. Be sure to mark “Final return” in the appropriate box on the appropriate tax form for your entity type. Corporations dissolving or liquidating stock must also file Form 966 (Corporate Dissolution or Liquidation).
If you have (or had) employees, then you need to file final payroll tax returns using Form 941 (quarterly) or Form 944 (annual), issue final W-2s, and issue Form 1099-NEC to contractors paid $600 or more during the final year.
You may close your federal employer identification number (EIN) account by sending a letter to the IRS, but there is no penalty for keeping your account open. Since each EIN is unique, the number will never be reused.
Note: You can be legally dissolved as an LLC and still receive tax notices. Your GET account stays active until you file a final return and request closure. Open accounts generate ongoing notices, penalties, and collection activity.
Step 6: Cancel licenses, permits, and business accounts
BREG's acceptance of your dissolution does not cancel any licenses, permits, or business accounts. Every open registration must be closed separately.
- Professional and industry licenses: Contact the relevant Hawaii licensing board directly. BREG's dissolution has no effect on those registrations.
- Local county licenses and permits: Hawaii's four counties (Honolulu, Maui, Hawaii County, Kauai) issue their own licenses and permits. Contact the issuing county agency to cancel them.
- Registered agent relationship: If you use a commercial registered agent, notify your registered agent in writing that the entity has been dissolved and terminate the service agreement.
Additionally, you should close all business bank accounts after every outstanding check has cleared and all known debts are paid. Cancel business credit cards, merchant accounts, payment processors, and payroll service subscriptions. Notify vendors, landlords, insurers, and any party with an ongoing contractual relationship.
Note: Hawaii dissolution does not withdraw foreign registrations elsewhere. If the business was registered in other states, file a withdrawal or cancellation in each state where the business was authorized to operate, or annual report obligations and fees in those states will continue independently.
Retain all dissolution-related records for at least 7 years, and longer if there's any possibility of a tax audit, creditor claim, or litigation:
- Filed articles of termination or dissolution with BREG acceptance notice
- Member, director, or shareholder approval resolutions
- Final state and federal tax returns
- Payroll records and W-2 and 1099 documentation
- Creditor payment documentation and proof of asset distributions
- Bank account and license cancellation confirmations
Hawaii dissolution costs and fees
Most business entities only need to pay $25, with additional costs for final tax returns, professional fees, and account closures.
| Form | Filing fee |
|---|---|
| Form LLC-11 (Articles of Termination) | $25 |
| Form DC-13 (Articles of Dissolution) | $25 |
| Form DC-12 (Articles of Revocation of Dissolution) | $25 |
All fees are subject to change. Confirm with the official DCCA fee schedule.
How LegalZoom can help
LegalZoom’s dissolution services can help manage your filing, whether you want to take care of most of it yourself or you want hands-on management by a dedicated partner. We can evaluate your filing status, identify prerequisites, handle and track your filing, and confirm lawful closure once it’s been accepted. We can also help you devise a game plan to complete your dissolution with relevant agencies.
FAQs about dissolution in Hawaii
How do I dissolve an LLC in Hawaii?
Get written member approval first per your operating agreement. Then, file Form LLC-11 with the state and pay the nonrefundable $25 fee. You can file online through Hawaii Business Express, or by email, mail, or in person. After the state accepts the filing, separately close your Hawaii tax accounts, cancel licenses, and file final state and federal returns.
How do I dissolve a corporation in Hawaii?
File Form DC-13 and pay the $25 fee. Corporations incorporated on or after July 1, 1987 need majority shareholder approval or unanimous written consent; corporations incorporated before that date need three-fourths of voting shares. Dissolution is effective on the filing date, or on a specified later date not more than 30 days out. After BREG confirms dissolution, close Hawaii tax accounts, file final returns, and cancel all licenses.
What happens if I just stop operating my Hawaii-based business without formally dissolving it?
Your business stays legally active on BREG's records. Annual reports remain due, fees and penalties keep accruing, and Hawaii tax accounts stay open. After two years of unfiled annual reports, Hawaii officials are authorized to administratively terminate your LLC or involuntarily dissolve your corporation. This does not close tax accounts, cancel licenses, eliminate overdue fees, or resolve creditor obligations. Voluntary dissolution is almost always the cleaner, less expensive path.
Do I need a tax clearance certificate to dissolve my business in Hawaii?
BREG does not require a tax clearance certificate for voluntary dissolution. You're still required to file final Hawaii tax returns and close all state tax accounts with the Hawaii Department of Taxation. A tax clearance certificate is only required for reinstatement after administrative dissolution.
Can I reverse a Hawaii business dissolution after it has been filed?
Yes, but only for corporations. File Form DC-12 (Articles of Revocation of Dissolution) with DCCA/BREG for a $25 fee. Revocation must be shareholder-authorized and occur within 120 days of the dissolution's effective date. After that, the option is gone. Please note that revocation undoes a dissolution you filed yourself, while reinstatement (Form X-4) restores an entity the state administratively dissolved. Check Hawaii Business Express to confirm your business name is still available before filing DC-12, since another entity may have claimed it.
Does dissolving my Hawaii-based business protect me from personal liability?
Proper dissolution, which involves completing every step correctly and in order, is necessary for limiting ongoing personal legal exposure. It does not erase existing debts, personal guaranties, unpaid taxes, or pending lawsuits. When filing LLC-11, it is important to understand that you are certifying that the LLC's debts have been paid or discharged and that LLC property has been distributed per members' rights and interests. If your business has significant liabilities, disputed creditor claims, or pending litigation, consult a Hawaii attorney before filing.
How long does it take Hawaii to process a business dissolution filing?
Standard processing takes approximately five business days, though BREG's workload can affect that. Online filing gets quicker review times and lets you track its status. Expedited processing (approximately 1–3 business days) is available for an additional $25 fee. Don't act as if your business is dissolved until BREG confirms acceptance and the Hawaii Business Express portal shows "dissolved" or "terminated."
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