LLCs in Hawaii are affordable and easy to form. As with other states, the State of Hawaii has some specific requirements that are idiosyncratic.
Overall, here are some of the essential requirements for forming an LLC in Hawaii:
Registration. File the Articles of Organization for Limited Liability Company (Form LLC-1) with the Hawaii Department of Commerce and Consumer Affairs Business Registration Division. The form should include the following information:
LLC name and address
Registered agent’s name and address
Organizers’ names and addresses
A statement identifying whether a manager or a member will manage the LLC and if the LLC will follow an at-will lifespan or a specified timeframe.
Do not forget to include the required filing fee.
Forms and fees. All LLCs are required to submit the Articles of Organization for Limited Liability Company, Form LLC-1, and pay a non-refundable filing fee to the Department of Commerce and Consumer Affairs Business Registration Division. This can be paid by certified or cashier’s check, bank or postal money order, cash or credit card. Registration can be done online or by mail.
Timeline. Generally, it takes between three to five business days for all forms filed with the Department of Commerce and Consumer Affairs Business Registration Division to be processed. For a small fee, all forms may be expedited within one to three business days.
Naming requirements. LLC naming requirements are not strict in Hawaii. The LLC name must be distinguishable from other LLCs, must be approved by state agencies and must include certain words in order to qualify and be approved by the Department of Commerce and Consumer Affairs Business Registration Division. You may opt to have a preferred name checked for availability.
Formation requirements. All LLCs in Hawaii, whether foreign or domestic, are required to have an appointed registered agent with a permanent domestic address in Hawaii. The registered agent will receive legal documents on behalf of the LLC and notify its members and managers upon receipt of such documents.
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Starting an LLC in Hawaii
Before you begin the registration process for an LLC in Hawaii, it’s important to know what an LLC is and whether or not it is a viable business structure for your company, so be certain to read up on the definition and benefits of an LLC.
These steps will guide you through the LLC registration process with the Hawaii Department of Commerce and Consumer Affairs Business Registration Division:
1. Decide on a name for your business. You can choose any name as long as it ends with “Limited Liability Company,” or any variant of its abbreviation—e.g., LLC or L.L.C. Limited may be abbreviated to “Ltd.” and company to “Co.”
You may search for the name you want for your LLC by cross-checking its availability with the Department of Commerce and Consumer Affairs Business Registration Division business name search.
2. Assign an agent for service of process. This is also referred to as the resident agent.
3. Get an Employer Identification Number (EIN) from the IRS. If there are two or more members in your LLC, your company will need to obtain an EIN from the IRS, for tax purposes.
4. If your LLC has more than one member, make sure that you have an LLC operating agreement in place with other members. Although LLCs in Hawaii are not required to have a limited liability company operating agreement, it is wise to have one in place with other members should your LLC have more than one member.
5. Familiarize yourself with the LLC’s continuing legal obligations, specifically annual reports. Annual reports do not have to be filed the same year the LLC is registered. Thereafter, you will need to file an annual report, depending on the date your company was formed. There is a non-refundable filing fee. The process can be expedited for a small fee.
You are now ready to fill out the state registration forms for a Hawaii domestic LLC.
Filing an LLC and Taxes
Following are the forms and fees that are required when starting an LLC in Hawaii:
1. Forms. First, you need to fill out the Articles of Organization for Limited Liability Company (Form LLC-1). Do not forget to include the following information:
a) LLC name that meets state requirements and its address
b) Names, addresses and signatures of all LLC managers, members and organizers
c) Name, address and signature of the registered agent
d) Dissolution date, if applicable
e) Payment of the necessary fees
2. Limited liability company operating agreement. Although not required in the state of Hawaii, it is highly advisable to have an operating agreement among members. This agreement should be kept on file by the resident agent.
3. Taxes. LLCs in Hawaii are treated as corporations, limited liability partnerships or single-member LLCs and are subject to federal income tax classifications. Depending on the type of taxation you opt to have for your LLC, you will have different federal tax responsibilities.
The good news is Hawaii does not have business franchise taxes or charter taxes.
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