How to Form an LLC in Hawaii

What is different about forming an LLC in Hawaii

Business entity registrations go to the Department of Commerce and Consumer Affairs (DCCA), Business Registration Division, at 335 Merchant Street, Room 201, Honolulu, Hawaii 96813, or by mail to P.O. Box 40, Honolulu 96810.

Effective Monday, July 6, 2026, that division moved to a new computer system and online portal at hbe.dcca.hawaii.gov. All services offered through Hawaii Business Express are available there. The old address, hbe.ehawaii.gov, now returns only a notice pointing filers to the new portal. Expedited handling is currently not available: the division says so on its home page, and its new-portal FAQ states that "At this time, expedited processing is not available."

Three more features shape what follows. The Articles of Organization must state whether the members are to be liable for the company's debts. No annual report is due for the year the company was organized, and after that the deadline is one of four fixed quarter-end dates set by the quarter of registration. And there is no sales tax here: a general excise tax reaches business activity instead, and every LLC needs its own license for it.

Filing the Articles of Organization

A domestic LLC is registered on Form LLC-1, Articles of Organization for Limited Liability Company, filed with the Business Registration Division under HRS § 428-203. The current revision is dated 11/2025, and Form LLC-1-INSTR states that the articles must be signed and certified by at least one organizer of the company.

Section 428-203(a) sets a closed list of six items. The articles give the company name; the mailing address of the initial principal office with the registered agent information required by § 425R-4(a); the name and address of each organizer; whether the duration is at-will or for a specified term; whether the company is manager-managed, naming the initial managers and the number of initial members, or, if member-managed, each member, with addresses; and whether the members are to be liable for company debts under § 428-303(c).

That last item carries weight. Under § 428-303(c), members are liable as members for company debts only where a provision to that effect is contained in the articles and the member so liable consented in writing to it. Section 428-303(b) adds that failure to observe company formalities is not a ground for imposing personal liability.

HRS § 428-202(b) begins the company's existence when the articles are filed, and § 428-202(c) makes the filing conclusive proof that the organizers satisfied all conditions precedent.

Fees and payment

The filing fee is $50.00 and is not refundable. A State Archives preservation fee of $1.00 is assessed in addition, under HRS § 94-8(c), bringing the total at formation to $51.00; the State Archives refunds that dollar if the division rejects the document. Checks are payable to the DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS for the exact amount.

Methods and timing

Registrations can be filed online, or by email, mail or fax, and paper filings are also accepted at the service window.

The division states that filing online "can result in quicker review times", and that processing times may be delayed for filings sent by email, mail and fax. Its Chapter 428 fee schedule lists expedited review at $25.00 for the Articles of Organization and most other LLC filings, matching the special handling fee in HRS § 428-1301(a)(16). That option cannot be bought at present.

Naming a Hawaii LLC

Under HRS § 428-105(a) the name must contain "limited liability company" or the abbreviation "L.L.C." or "LLC". "Limited" may be abbreviated as "Ltd." and "company" as "Co.", and the letters must be letters of the English alphabet.

Section 428-105(b) bars a name that is the same as, or substantially identical to, an existing or reserved entity name, a fictitious name approved for a foreign LLC, or any registered trade name, trademark or service mark. The division confirms only that no one else has a substantially identical registration, and tells applicants that it is their responsibility to look around the State so they are not using a name already in use, or so close to one in use that the public would be confused. The Business Name Search runs on the same portal as the filings.

Form X-1 reserves a name for 120 days under § 428-106(a) for a nonrefundable $10.00, one name per application. An LLC in good standing may also petition the director under § 428-105.5(a) for an administrative order of abatement against a confusingly similar registered name, which may require the other entity to change its name.

Registered agent

HRS § 428-107 requires every Hawaii LLC to continuously maintain a registered agent in this State who has a business address in this State. The agent may be an individual who resides here, or a domestic or foreign entity authorized to transact business here. The instructions to Form LLC-1 add that the limited liability company cannot be its own registered agent.

Form LLC-1 item 3b calls for the street address of the agent's place of business in Hawaii to which service of process may be delivered. No separate consent form is filed: under § 425R-4(b) the appointment of a registered agent is itself an affirmation by the entity that the agent has consented to serve. Changes go on Form X-7 for $25.00. Under § 428-809(3) and (4) the director may administratively terminate an LLC that fails to appoint and maintain an agent for service of process or to file a statement of change in the agent's name or business address. The Hawaii registered agent guide has more.

The annual report

Every domestic LLC files Form C5, the Domestic Limited Liability Company Annual Report, under HRS § 428-210. It asks for the principal office address, the registered agent and the managers or members, and the division states that it requires no financial information. The fee is $15.00 by paper and $12.50 filed online.

The deadline follows the quarter of registration. Under § 428-210(d) the report is due each year by March 31 for a company registered in the first quarter, June 30 for one registered in the second, September 30 for the third and December 31 for the fourth, and it reflects the state of the company's affairs as of the first day of that quarter. No annual report is required for the year in which the company was organized, and the report may be filed at any time during the quarter in which it is due.

When a report is missed

A delinquent filer can submit the report, and a $10.00 late fee is assessed per year delinquent. Separately, § 428-1302(a) authorizes the director to set a forfeiture not exceeding $100 for each offense, with each thirty days of continued failure counting as a separate offense, and to reduce or waive it for good cause.

Failure to file the annual report for a period of two years is a ground for administrative termination under § 428-809, alongside failure to pay fees prescribed by law. The director mails notice of the grounds, and if the company does not cure within sixty days, signs and files a decree of termination. Reinstatement is possible within two years of that date under § 428-811.

General excise tax and licensing

Hawaii does not have a sales tax. The Department of Taxation assesses a general excise tax (GET) on business activity instead. It is a privilege tax measured by gross income received before any deduction of business expenses, imposed on the business rather than on the customer, and it reaches services, construction contracting and the rental of personal or real property among other activities.

The rate is 4% for most activities, 0.5% for wholesaling, manufacturing, producing, wholesale services and use tax on imports for resale, and 0.15% for insurance commissions. All four counties have adopted a 0.5% surcharge, each running through December 31, 2030: Honolulu effective January 1, 2007, Kauai effective January 1, 2019, Hawaii County effective January 1, 2020 and Maui effective January 1, 2024. It does not apply to activities at the 0.5% and 0.15% rates.

Tax Facts 31-1 states that all LLCs, including disregarded entities, must obtain their own GET license, file tax returns and pay GET on gross business income. Registration is on Form BB-1 at Hawaii Tax Online, hitax.hawaii.gov, for a one-time $20 fee. A closed GET license cannot be reactivated. Returns go on Form G-45 periodically plus one annual Form G-49. The Hawaii LLC tax guide goes further.

Hawaii publishes no general state business license. The Business Action Center's steps to starting a business point instead to the Department of Taxation, noting that all persons doing business in Hawaii must obtain a general excise tax license, and list activity-specific licensing at DCCA Professional and Vocational Licensing, the Real Estate Licensing Branch and the Public Utilities Commission, with each of the four counties issuing its own permits. Registration with the Business Registration Division is required of all forms of business except sole proprietorships, unincorporated nonprofit associations and foreign insurance companies. An employer also needs a federal EIN, a Hawaii Tax ID and a Department of Labor account identification number.

Operating agreement and EIN

An operating agreement is not required. HRS § 428-103(a) says that all the members may enter into one to regulate the affairs of the company and the conduct of its business, and that to the extent it does not provide otherwise, chapter 428 governs relations among the members, managers and company. It is not filed with the state: § 428-203(a) does not list it.

Section 428-103(b) sets outer limits: the agreement may not unreasonably restrict the right to information under § 428-408, eliminate the duty of loyalty or the obligation of good faith and fair dealing, unreasonably reduce the duty of care, or restrict the rights of third parties. See the operating agreement guide.

An EIN is issued by the IRS, not by any Hawaii agency, and an employer is required to have one. The EIN guide covers the application.

Closing a Hawaii LLC

Closing is done on Form LLC-11, Articles of Termination, under HRS § 428-805, for a nonrefundable $25.00, and this filing does not accept personal or business checks. The articles certify that all debts and liabilities are paid or adequately provided for, that remaining property has been distributed to the members, that no suits are pending or provision has been made for any judgment, and that the business has been wound up.

Before terminating, a dissolved LLC may publish notice of its intent at least once in each of four successive weeks in a daily or weekly publication of statewide circulation. Section 428-808 then bars claims from claimants who received no written notice, whose claims were sent but not acted on, or whose claims are contingent, unless a proceeding is commenced within two years after the later of the last publication date or the filing. The Hawaii dissolution guide has the sequence.

The governing law throughout is HRS chapter 428, the Uniform Limited Liability Company Act, within Title 23A.

Frequently asked questions

What does it cost to file a Hawaii LLC?

The Articles of Organization (Form LLC-1) carry a nonrefundable filing fee of $50.00, and the Business Registration Division assesses an additional State Archives preservation fee of $1.00, for $51.00 at formation.

Can I pay for expedited filing in Hawaii right now?

No. The Business Registration Division's home page states that expedited handling is currently not available, and its new-portal FAQ answers that at this time expedited processing is not available, although the published Chapter 428 fee schedule still lists $25.00 for expedited review.

When is the Hawaii annual report due?

The deadline is the end of the quarter in which the company registered: March 31, June 30, September 30 or December 31. No annual report is required for the year in which the LLC was organized.

What happens if a Hawaii LLC files its annual report late?

The delinquent report can be filed with a $10.00 late fee assessed per year delinquent. HRS section 428-1302(a) separately allows the director to set a forfeiture of up to $100 for each offense, and failure to file for two years is a ground for administrative termination.

Does a Hawaii LLC need a general excise tax license?

Yes. Tax Facts 31-1 states that all LLCs, including disregarded entities, must obtain their own GET license, file returns and pay GET on gross business income. The license carries a one-time $20 fee.

Can a Hawaii LLC serve as its own registered agent?

No. The instructions to Form LLC-1 state that the limited liability company cannot be its own registered agent, and Form C5 repeats the rule.