How to withdraw a foreign Hawaii LLC or corporation business with the Department of State

Hawaii Department of State certificate of authority cancellation requirements and instructions

How to withdraw your foreign Hawaii Limited Liability Company or Hawaii Corporation Certificate of Authority:

Foreign Limited Liability Company registered in Hawaii:

To withdraw or cancel your foreign Hawaii LLC in Hawaii, you fill out and send a Form FLLC-2, Certificate of Cancellation, along with the filing fee, to the Department of Commerce and Business Affairs, Business Registration Division (BREG) by mail, fax or in person. The Certificate of Cancellation is not available for online filing. To file by fax, the documents must include legible signatures, the amount of the charge, the sender’s credit card and contact information, and must specify regular or expedited processing.

Foreign Corporation registered in Hawaii:

To withdraw or cancel your foreign Hawaii Corporation in Hawaii, you submit the completed Form FC-4, Application for Withdrawal, Foreign Corporation, to the Hawaii BREG by mail, fax or in person. The Application for Withdrawal is not available for online filing. To file by fax, the documents must include legible signatures, the amount of the charge, the sender’s credit card and contact information, and must specify regular or expedited review.

Submit the application for withdrawal/cancellation by mail, fax, or in person. Filing fees may be paid to the BREG by mailing in the form with a check or by walk-in with check or credit card. To file by fax, the documents must include legible signatures, the amount of the charge, the sender’s credit card and contact information, and must specify regular or expedited review.

Make checks payable to Department of Commerce and Consumer Affairs.

How much does it cost to cancel your out of state registration with Hawaii?

To withdraw your Limited Liability Company will cost $25.
There is a $25 fee to withdraw your Corporation unless it is a not for profit.
Processing may be expedited for an additional $25 fee.

Do you need a Hawaii Department of Taxation clearance first?

Withdrawal of a foreign corporation or LLC does not require a tax clearance certificate from the Hawaii Department of Taxation.

How long does it take the state to process the withdrawal filing?

Hawaii BREG processing time is approximately five business days.
Expedited processing takes approximately one to three business days.

What agency do you need to file the withdrawal with?

Hawaii Department of Commerce and Consumer Affairs
Business Registration Division

King Kalakaua Building
335 Merchant Street, Rm 201
Honolulu, Hawaii 96813

P.O. Box 40
Honolulu, Hawaii 96810

Phone: (808) 586-2727
Fax Filing: (808) 586-2733

What happens if you don’t file a cancellation and just let your annual report filings go unfiled?

Hawaii BREG requires each foreign corporation and LLC to deliver an annual report to the Director of Commerce and Consumer Affairs. This annual report must reflect the business’s state of affairs as of each year. There is a $15 fee to file your annual report. Failure to file the report annually will expose the corporation to a penalty of $10 per year that the report is not filed.

If you just don’t file an biennial report, how long before you lose your Certificate of Authority?

If annual reports are not filed by a foreign entity for a period of two years, the BREG affairs may revoke the certificate of authority.

What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?

The foreign Corporation or LLC would be subject to late fees of $10 per year that the report remains unfiled. If a foreign entity does not file annual reports for two years the entity can be involuntarily dissolved by the BREG. Only Domestic LLCs and corporations may be reinstated. The filing fee is $25. If your entity is involuntarily dissolved, you have to get a tax clearance certificate to be reinstated. You must also pay all delinquent fees and penalties.

How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?

Once the Corporation files for withdrawal, the Registered Agent is no longer required to accept service of process on their behalf. By filing for withdrawal, a corporation revokes the authority of its registered agent in Hawaii. Service of process may then be made on the Director of Commerce and Consumer Affairs. When the business entity files for withdrawal, it is required to provide a mailing address that process can be forwarded to.

Statement of resignation:

File reports online:

Email:

breg@dcca.hawaii.gov