Key Takeaways
- Filing form: Articles of Termination (LLC-11), $25 fee, filed with the Hawaii Dept. of Commerce and Consumer Affairs, Business Registration Division (BREG)
- Processing time: About 5 business days standard; expedited available for +$25 for expedited processing (total $50)
- Hawaii does not require tax clearance before filing your dissolution paperwork
- Hawaii does not require publication — notify known creditors directly instead
- Hawaii's LLC Act (HRS Chapter 428, an older-generation Uniform LLC Act) governs dissolution events under § 428-801, with the operating agreement controlling the number or percentage of members whose consent is needed. If the operating agreement is silent, Hawaii practice generally treats dissolution as requiring the consent of all members — check your operating agreement first, since most agreements set their own threshold.
- Same-day filing and compliance support available through LLC Attorney at no markup on state fees
Hawaii keeps voluntary LLC dissolution simple and cheap: a $25 Articles of Termination filing with no Tax Clearance Certificate required — but that leniency doesn't carry over if you ever want to bring the LLC back, since reinstatement does require a Department of Taxation clearance certificate that voluntary dissolution never asked for.
This guide covers exactly how to dissolve a Hawaii LLC in 2026 — the Articles of Termination filing, Hawaii's operating-agreement-driven vote requirement, the known-creditor notice window and optional unknown-creditor publication, and the tax-clearance asymmetry between dissolving and reinstating.
Before You File to Dissolve Your Hawaii LLC
Hawaii's LLC Act (HRS Chapter 428, an older-generation Uniform LLC Act) governs dissolution events under § 428-801, with the operating agreement controlling the number or percentage of members whose consent is needed. If the operating agreement is silent, Hawaii practice generally treats dissolution as requiring the consent of all members — check your operating agreement first, since most agreements set their own threshold.
If your operating agreement specifies a particular vote threshold or a different dissolution-triggering event, that provision controls over the general statutory framework. Given the ambiguity in how HRS Chapter 428 treats a silent agreement, having a clear dissolution clause is especially valuable in Hawaii.
A member may petition the court for judicial dissolution on the standard ground that it's not reasonably practicable to carry on the LLC's business in conformity with the operating agreement — the usual fallback when members can't reach the consent needed to dissolve voluntarily.
Does Hawaii Require Tax Clearance Before Dissolution?
Hawaii has a real and worth-flagging asymmetry here: BREG does not require a Tax Clearance Certificate before accepting Articles of Termination for voluntary dissolution — the LLC simply certifies on Form LLC-11 that all taxes and debts have been paid or provided for. But if that same LLC is ever reinstated after termination, the reinstatement application must attach a Form A-6 Tax Clearance Certificate from the Department of Taxation. In other words, closing is easier than reopening on this specific point.
Final Tax Returns and Accounts to Close
File a final General Excise Tax return — the annual G-49 marked final, along with the last periodic G-45 — and a final Hawaii income tax return marked final. Hawaii's GET applies to gross receipts rather than being a traditional sales tax, so don't assume a standard sales-tax final-return process applies.
Accounts to close: General Excise Tax (GET) license — Hawaii's substitute for a sales tax — closed via Hawaii Tax Online or Form GEW-TA-RV-1, plus withholding and unemployment insurance accounts if the LLC had employees
Hawaii has no franchise tax, but make sure the LLC's annual report is current before filing Articles of Termination — a lapsed annual report is what eventually triggers Hawaii's administrative termination process if left unresolved for 2 years.
Hawaii doesn't have a traditional sales tax; instead, close out the General Excise Tax (GET) license through Hawaii Tax Online or by filing Form GEW-TA-RV-1, after filing a final G-49 marked final.
If you had employees, file final federal payroll tax returns (Forms 941 and 940, marked final) and close your Hawaii withholding tax and unemployment insurance accounts through Hawaii Tax Online.
Winding Up and Distributing Assets
Once Articles of Termination are filed, the LLC continues to exist only to wind up its affairs under HRS § 428-806 — collecting and using assets to discharge obligations to creditors, then distributing any surplus to members. Members or managers handling wind-up retain authority to act in the LLC's name until the process is complete.
Under HRS § 428-806, LLC assets are used to discharge obligations to creditors first, and only any surplus remaining afterward is distributed to members according to their distribution rights — the standard creditors-before-members priority.
Members who receive a distribution before the LLC's creditors are paid or provided for can be exposed to personal liability up to the amount received. Because Hawaii's unknown-creditor publication is optional, skipping it means that category of exposure isn't cut off by a defined statutory bar date the way a known claimant's 120-day window is.
Creditor Notice and Publication Requirements
For known creditors, Hawaii law requires written notice with a deadline of no fewer than 120 days; the claim is barred if not received by that deadline. For unknown creditors, HRS § 428-808 allows optional publication, with claims barred unless a proceeding is commenced within 2 years after the later of the last publication date or the filing date of the Articles of Termination.
Known claimants who receive proper written notice and don't respond within 120 days are barred from later pursuing the claim. Unknown claimants are barred from bringing a claim more than 2 years after the later of publication or the Articles of Termination filing date, if the LLC chose to publish — skip that optional step and there's no equivalent statutory cutoff for creditors never identified.
Administrative Dissolution vs. Voluntary Dissolution in Hawaii
Administrative termination happens automatically when the state terminates your LLC for you — in Hawaii, this follows failure to file the annual report for 2 consecutive years, which is a comparatively lenient cure window versus some peer states. DCCA mails written notice, the entity has 60 days to cure, and if it remains uncured, the Director signs a decree of administrative termination.
Voluntary dissolution is the deliberate Articles of Termination filing you make once you've decided to close the business, and it doesn't require a tax clearance certificate. Administrative termination is involuntary and follows 2 years of missed annual reports — and reversing it via reinstatement does require that same tax clearance certificate, making the administrative path meaningfully more paperwork-heavy to undo than a voluntary closure ever was to begin with.
Reinstating a Hawaii LLC
If your Hawaii LLC was administratively terminated, reinstatement uses Form X-4, must be filed within 2 years of the termination, and costs a $25 filing fee — but it also requires filing all back annual reports, paying all outstanding fees, and attaching a Tax Clearance Certificate (Form A-6) from the Department of Taxation. That last requirement is the real friction point, since it wasn't needed for the original voluntary dissolution.
Operating in Other States? Don't Forget Foreign Withdrawal
If your Hawaii LLC is also registered to do business in other states, terminating in Hawaii doesn't automatically end those foreign registrations. You'll need to separately file a withdrawal or cancellation of foreign qualification in each other state, or you'll keep accruing that state's annual fees and compliance obligations on an entity that no longer legally exists at home.
Hawaii LLC Dissolution Costs at a Glance
How to Dissolve Your Hawaii LLC
If You Do It Yourself
Step 1 — Confirm member approval to dissolve.
Hawaii's LLC Act (HRS Chapter 428, an older-generation Uniform LLC Act) governs dissolution events under § 428-801, with the operating agreement controlling the number or percentage of members whose consent is needed. If the operating agreement is silent, Hawaii practice generally treats dissolution as requiring the consent of all members — check your operating agreement first, since most agreements set their own threshold.
Step 2 — Check your operating agreement for internal dissolution procedures.
If your operating agreement specifies a particular vote threshold or a different dissolution-triggering event, that provision controls over the general statutory framework. Given the ambiguity in how HRS Chapter 428 treats a silent agreement, having a clear dissolution clause is especially valuable in Hawaii.
Step 3 — Stop transacting new business and begin winding up.
Once Articles of Termination are filed, the LLC continues to exist only to wind up its affairs under HRS § 428-806 — collecting and using assets to discharge obligations to creditors, then distributing any surplus to members. Members or managers handling wind-up retain authority to act in the LLC's name until the process is complete.
Step 4 — Notify creditors and known claimants.
For known creditors, Hawaii law requires written notice with a deadline of no fewer than 120 days; the claim is barred if not received by that deadline. For unknown creditors, HRS § 428-808 allows optional publication, with claims barred unless a proceeding is commenced within 2 years after the later of the last publication date or the filing date of the Articles of Termination.
Step 5 — File Articles of Termination (LLC-11).
Submit to the Hawaii Dept. of Commerce and Consumer Affairs, Business Registration Division (BREG) and the Hawaii Department of Taxation, online or by mail, with the $25 filing fee. The Department of Taxation plays no role in the dissolution filing itself, but it becomes directly relevant if the LLC is ever reinstated later — reinstatement requires attaching a Tax Clearance Certificate from this agency, even though voluntary dissolution doesn't.
Step 6 — Wait for processing.
About 5 business days standard. Expedited options are available: +$25 for expedited processing (total $50) (Reduces standard processing to roughly 1–3 business days).
Step 7 — File final federal and state tax returns.
File a final General Excise Tax return — the annual G-49 marked final, along with the last periodic G-45 — and a final Hawaii income tax return marked final. Hawaii's GET applies to gross receipts rather than being a traditional sales tax, so don't assume a standard sales-tax final-return process applies.
Step 8 — Withdraw any foreign qualifications in other states.
If your Hawaii LLC is also registered to do business in other states, terminating in Hawaii doesn't automatically end those foreign registrations. You'll need to separately file a withdrawal or cancellation of foreign qualification in each other state, or you'll keep accruing that state's annual fees and compliance obligations on an entity that no longer legally exists at home.
Step 9 — Distribute remaining assets and close out records.
Under HRS § 428-806, LLC assets are used to discharge obligations to creditors first, and only any surplus remaining afterward is distributed to members according to their distribution rights — the standard creditors-before-members priority. Keep dissolution paperwork, final tax returns, and a record of the distribution for at least several years — you may need it if a claim surfaces later.
Step 10 — Watch for Hawaii-specific dissolution traps.
The defining Hawaii quirk is the tax-clearance asymmetry: BREG doesn't require a Tax Clearance Certificate to voluntarily dissolve, but the Department of Taxation's Form A-6 clearance is mandatory if that same LLC is ever reinstated — an owner who dissolves cleanly today can face a materially harder path back if their plans change later. The second thing worth noting is that Hawaii's online filing platform changed in mid-2026, consolidating what used to be Hawaii Business Express into a new portal, so confirm the current submission channel before filing.
If LLC Attorney Does It for You
- Submit your information at llcattorney.com — confirm member approval, outstanding debts, and whether the LLC is registered in any other states.
- LLC Attorney prepares and files the Articles of Termination with the Hawaii Dept. of Commerce and Consumer Affairs, Business Registration Division (BREG) and the Hawaii Department of Taxation, coordinates tax clearance where required, and handles any required creditor notice.
- Receive confirmation once your Hawaii LLC is fully dissolved, plus access to flat-fee attorney consultations (no retainer) if a creditor dispute or multi-state withdrawal question comes up.
When Should You Talk to an Attorney About Dissolving Your Hawaii LLC?
Talk to an attorney before dissolving your Hawaii LLC if your operating agreement is silent on the dissolution vote threshold and members disagree about what's required, the LLC has debts that might exceed its remaining assets, you're weighing whether the optional unknown-creditor publication is worth the cost, or there's any chance you'll want to reinstate later and need to plan around the Tax Clearance Certificate requirement that only applies to reinstatement.
What You Actually Get With LLC Attorney's Hawaii Dissolution Service
The part of Hawaii dissolution that trips people up isn't the $25 filing — it's understanding that the ease of dissolving doesn't extend to reinstating later if your plans change. LLC Attorney's Hawaii service walks you through that trade-off and handles the filing correctly from the start.
- Articles of Termination prepared and filed for you, starting at $99.
- Tax clearance coordination where Hawaii requires it, so your filing isn't rejected for a step you didn't know about.
- Creditor notice guidance tailored to Hawaii's specific publication or direct-notice rules.
- Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for winding-up and multi-state withdrawal questions.
Hawaii's dissolution filing is cheap and doesn't require tax clearance, but the reinstatement path back is materially harder — LLC Attorney makes sure your Hawaii LLC closes cleanly, with your eyes open about what reopening would require.
Close Your Hawaii LLC the Right Way
Filing the wrong form, skipping tax clearance, or missing a creditor notice requirement can leave you personally exposed or stuck reopening the process later. LLC Attorney's Hawaii dissolution service starts at $99. See our full pricing for all service tiers.
Frequently Asked Questions
The BREG filing fee for Articles of Termination is $25, with an optional $25 expedite add-on (total $50) if you want faster processing. There's no tax clearance fee to voluntarily dissolve, and publication for unknown creditors is optional, so your total state filing cost is typically $25–$50.
Standard processing takes about 5 business days. If you need it faster, paying an additional $25 (total $50) reduces processing to roughly 1–3 business days.
No — not to voluntarily dissolve. BREG accepts Articles of Termination based on the LLC's own certification that taxes and debts are paid or provided for, with no Tax Clearance Certificate required. That changes if you ever want to reinstate a terminated LLC: reinstatement does require attaching a Form A-6 Tax Clearance Certificate from the Department of Taxation, which is the one asymmetry worth planning around.
Send written notice directly to known creditors, giving them no fewer than 120 days to respond before their claim is barred. Publication for unknown creditors is optional under HRS § 428-808; if you publish, unknown claims are generally barred 2 years after the later of publication or your Articles of Termination filing date — skipping publication leaves that exposure open indefinitely.
It depends on your operating agreement first — Hawaii's HRS § 428-801 lets the operating agreement set the required consent threshold. If the agreement is silent, Hawaii practice generally treats dissolution as requiring consent of all members, so check your agreement closely before assuming a lower threshold applies.
Administrative termination in Hawaii follows 2 consecutive years of missed annual reports — DCCA gives written notice with a 60-day cure window before the Director signs a decree of termination. Voluntary dissolution is the deliberate Articles of Termination filing you make instead, and unlike administrative termination's reinstatement path, it doesn't require a tax clearance certificate.
Yes, using Form X-4 within 2 years of the termination, for a $25 filing fee — but you'll also need to file all delinquent annual reports, pay all outstanding fees, and attach a Tax Clearance Certificate (Form A-6) from the Department of Taxation. That tax clearance requirement is the key difference from the original dissolution, which didn't need one.
Once terminated, the LLC exists only to wind up its affairs — using assets to discharge creditor obligations first, distributing any surplus to members, and closing out the General Excise Tax license and any payroll accounts. If the LLC was registered to do business in other states, you'll also need to separately withdraw those foreign qualifications.
Yes. LLC Attorney handles Hawaii LLC dissolutions end-to-end — preparing and filing the Articles of Termination, coordinating tax clearance where required, and confirming your LLC is fully closed with the state.