Everything You Need to Know About Hawaii Corporations:
Hawaii Incorporation Options
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How to Incorporate in Hawaii
To start a corporation in Hawaii, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Business Registration Division (BREG). You can file this document online, by mail or in person. The articles cost a minimum of $51 to file. Once filed with the state, this document formally creates your Hawaii corporation.
Per HI Rev Stat § 414-61 (2019), every Hawaii corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit http://hbe.ehawaii.gov/cogs/search.html and search until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Hawaii Articles of Incorporation. Follow along with our filing instructions below:
Filing the Hawaii Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Hawaii business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Business Name
Your name must include “Corporation,” “Incorporated,” “Limited,” or an abbreviation for one of these words. Tip: Many corporations opt to keep it simple with “Corp” or “Inc.”
2. Principal Office
This address is where you’ll receive state mail (besides legal notifications—those go to your registered agent). Tip: Keep things simple with one address for all your mail. When you hire Northwest as your registered agent, you can use our Hawaii address as your principal office address too.
3. Registered Agent
For your Hawaii registered agent, you can list an individual state resident (like someone in your Hawaii corporation) or a business that provides registered agent service (like Northwest). Tip: We recommend Northwest.
4. Registered Office
The registered office is the Hawaii street address where your registered agent will be available during business hours to accept legal notifications for your corporation. Tip: When you hire Northwest, our address will go here.
5. Authorized Shares
List the number of shares you want to create. You must list at least one. You can distribute some or all of these shares later on at your organizational meeting. Tip: Want more than one class or series of shares? You won’t be able to use the state form; you’ll have to prepare your own Articles of Incorporation to submit.
6. Hawaii Incorporator
Your incorporator is the person who signs and submits your Articles of Incorporation. Incorporators must include their name and address. Your incorporator doesn’t have to be a director, officer, or anyone in the corporation—just a legal adult you authorize to sign and submit your form. Tip: We’ll be your incorporator when you hire Northwest to form your Hawaii corporation.
Why Have a Registered Agent Form Your Hawaii Corporation?
Professionals in Hawaii hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Honolulu. We’re on a first name basis with the people who work in the Business Registration Division. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Honolulu registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Hilo, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (5 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Hawaii. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Hawaii Corporation Is Formed?
After your Hawaii Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Hawaii corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service. Or choose our VIP service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
Do I need bylaws for my Hawaii corporation?
Yes. HI Rev Stat § 414-36 (2019) notes that bylaws shall be adopted either by the incorporators or board of directors. Bylaws are usually adopted at the corporation’s initial organizational meeting.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Hawaii bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, § 414-192 (2019) states that Hawaii bylaws can specify the qualifications required for corporate officers.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Hawaii corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Hawaii organizational meetings?
Meetings are held at the call of a majority of incorporators (or directors, if named in the articles), and aren’t required to be held in Hawaii. Any initial business actions can be taken without an organizational meeting, if written or electronically-transmitted consent describes the action taken and is signed by each incorporator.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Hawaii corporation?
To open a corporate bank account in Hawaii, you’ll need to bring the following with you to the bank:
A copy of the Hawaii corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Hawaii Reports & Taxes
In Hawaii, corporations file an annual report each year. The state also has a corporate net income tax and an unusual tax on gross receipts called the General Excise Tax.
What is the Hawaii Annual Report?
The Hawaii Annual Report is a filing you must submit each year. You provide updated information on your principal address, number of authorized shares and total shares of stock, the nature of the business, and the names and addresses of your registered agent, officers and directors.
How much is the Hawaii Annual Report?
At least $13.50. You must pay a $12.50 filing fee when submitting a Hawaii Annual Report online. Filing by mail has a $15 fee. In either case, you’ll also pay an extra $1 for the State Archive fee.
When is the Hawaii Annual Report due?
The day your Annual Report must be submitted depends on when you registered your business. The Annual Report is due on the last day of the quarter the business was originally registered. The quarters are January 1 to March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31. So, for example a business registered on July 26 would have to file an annual report by September 30 the following year.
These filings can be easy to forget—which is why we send our clients automatic reminders for your Hawaii Annual Report filings. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about Hawaii corporate taxes?
Hawaii corporations have two more major taxes to contend with: a corporate net income tax and the General Excise Tax.
The corporate income tax rate has three tiers. Income under $25,000 is taxed at 4.4%. Companies with income greater than $25,000 but less than $100,000 are taxed at 5.4%. And companies making $100,000 or more are taxed at 6.4%.
Hawaii has no sales tax, but the state does use a gross receipts tax, the General Excise Tax (GET) that taxes businesses at 4% for most products and services. Counties can add a surcharge to the GET, making the average rate 4.413%. Since most businesses pass the GET on to customers, it tends to work much like a sales tax.
Do corporations have to register with the Hawaii Department Of Taxation?
Yes, if you conduct business in Hawaii, you’re required to register with the Department of Taxation for a Hawaii Tax Identification Number. You can register via Hawaii Tax Online or by filing a Hawaii Basic Business Application. You’ll need your EIN before you can register, and you will also need to pay a $20 fee.
Hawaii Corporation FAQs
How can I submit the Hawaii Articles of Incorporation?
You can file Hawaii articles online, by mail, or in person. Mailed filings must be submitted (typed or printed in black ink) to the following address:
Department of Commerce and Consumer Affairs
Business Registration Division
P.O. Box 40, Honolulu, Hawaii 96810
Walk-in filings must be delivered to 335 Merchant Street, Room 201, Honolulu, HI 96813.
How much does it cost to start a Hawaii corporation?
At least $51. The base filing fee is $50, plus a $1 State Archive Fee. An additional $25 is needed for expedited processing, and a certified copy of the Articles of Incorporation requires an extra $10 plus 25¢ per page. Filing online? There’s an additional online processing fee of $2.50.
Hire us for a one-time fee of $278.50 ($301 expedited) including the state filing fees, a year of registered agent service, a business address and more. Or, pay just $31 out the door with our VIP monthly payment option.
How long does it take to start a Hawaii corporation?
Expedited processing takes up to 3 business days. Have some time and want to save on extra fees? Forgo expediting and receive your approval in about 5 to 7 business days.
If you hire Northwest to start your corporation, we file online and typically have your expedited Hawaii corporation formed within 3 days.
Does a Hawaii corporation need a business license?
While not officially a business license, a GET license is required for doing business in Hawaii. You can get this license when you file your Basic Business Application with the Department of Taxation. In addition, some cities and counties in Hawaii may require licenses for specific business activities. For example, running a second-hand store in Honolulu requires a $10 license.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Hawaii corporation?
A corporation formed outside of Hawaii—but which conducts business in the state—is considered a foreign Hawaii corporation. For example, if you incorporated in California but decide to open a storefront in Hawaii, you would be a foreign Hawaii corporation. This also means you would need to register with the state by filing a Certificate of Authority for Foreign Corporation with the Business Registration Division. Foreign corporations are required to file the Hawaii Annual Report each year as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Hawaii nonprofit corporations follow most of the same steps and pay the same fee for filing Articles of Incorporation as for-profit ones do, but pay a lower fee for filing the Hawaii Annual Report ($2.50 online or $5 for a paper form).
How to Order Hawaii Incorporation Service
Our Hawaii incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $31 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your Hawaii Articles of Incorporation to the Department of Commerce and Consumer Affairs, Business Registration Division. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Hawaii Business Registration Division has approved your filing, we notify you that your Hawaii corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.