How to Form a Hawaii Corporation

Step 3: Prepare and file articles of incorporation

Your corporation's existence begins when you file articles of incorporation with the state. You can file the form with the Business Registration Division of the Department of Commerce and Consumer Affairs. 

Your articles of incorporation in Hawaii must include:

• Your corporation’s name
• The number of shares the corporation is authorized to issue
• The corporation’s mailing address and address of its principal office
• The name and address of the registered agent
• The names and addresses of each incorporator

You may also include a statement of business purpose and the names and addresses of any officers and directors already appointed. However, this information is optional.

You can submit the form with the required $50 filing fee online through the Hawaii Business Express portal or by mailing it to the Business Registration Division.

Step 4: Hold an organizational meeting

After filing the articles of incorporation, the incorporators must hold an organizational meeting to complete the corporation setup process, which includes electing directors and adopting corporate bylaws.

A corporation's bylaws describe the way the corporation will operate. Bylaws are not filed with the state but are kept at the corporation's place of business and serve as the internal operating rules for the corporation.

Typically, bylaws establish:

• The number of officers and directors
• How directors and shareholders meetings will be conducted
• Voting procedures and requirements
• Officer duties and responsibilities
• Share transfer procedures
• Amendment procedures for the bylaws
• Corporate record-keeping requirements

All actions taken at the organizational meeting must be documented in corporate resolutions and recorded in the corporate minute book. These records are essential for maintaining the corporation's legal status and limited liability protection.

Step 5: Issue stock and maintain a stock ledger

After the organizational meeting, the corporation can issue shares of stock to its initial shareholders. Stock can only be issued up to the number of authorized shares specified in the articles of incorporation.

All stock issuances must be properly documented with stock certificates and recorded in the stock ledger in order to remain in compliance with Hawaii state law.

Step 6: Register for federal and state taxes

All Hawaii corporations must obtain a federal employer identification number (EIN) from the IRS, even if they have no employees. You can apply online at the IRS website.

Depending on your business activities, you may also need to register for various Hawaii state taxes, including corporate income tax and employment taxes (if you plan to hire employees). 

One required tax unique to Hawaii is the General excise tax (GET). This tax replaces a general sales tax and applies to all business activities. The tax rate is a flat 4% for most business types—however, certain counties also assess a surcharge, typically around 0.5%.

Step 7: Open a business bank account

Opening a separate business bank account is a smart move that can help maintain the corporation's separate legal identity and preserve limited liability protection. Requirements can vary by financial institution, but you’ll typically need to provide some proof of your corporation’s existence, such as a certified copy of your articles of incorporation or your EIN confirmation letter.