Start A Corporation In Hawaii
We created this guide to make it easy for anyone to start a corporation consistent with Hawaiian state statutes. You can use this guide to complete this process yourself, or hire us to walk you through it and file for you. We make it easy and fool proof and charge only $39 + state fees. Plus you’ll get access to loads of other business tools, compliance notifications, and our expert Corporate Guides. We wish you luck on your new venture!
How to Start a Corporation in Hawaii
A Hawaii corporation is a business structure that legally separate a business from its owners. If properly maintained, a corporation protects the personal assets of its owners, can conduct business in its own name, and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
1. Name Your Corporation
Before you commit to a business name, you need to make sure it meets Hawaii’s naming guidelines for corporations, which you can find in HI Revised Stat. §414-51. Simply put, your corporation name needs to:
- Contain “Inc.,” “Corp.,” or other acceptable abbreviation.
- Be “distinguishable” (unique) from other Hawaii businesses.
- Not include “LLC,” “limited partnership,” or any words or abbreviations that suggest your corporation is a different business type.
- Not be the same as any US-registered trademark or service mark
Already have a business name? Check to see if it’s available.
Yes. If you are not ready to officially form your corporation, you can reserve your business name for up to 120 days by filing an Application for Reservation of Name with the Department of Commerce and Consumer Affairs. There is a $10 filing fee.
The company name on your Articles of Incorporation will be your corporation’s official name. If your corporation does business under another name, this is called an assumed business name (sometimes called a trade name or DBA). Businesses sometimes use an assumed business name when re-branding or launching a new product or service.
To use an assumed business name in Hawaii, you’ll need to submit an Application for Registration of Trade Name with the Department of Commerce and Consumer Affairs and pay the $50 filing fee.
Considering using an assumed business name? Learn How to Get a Hawaii DBA.
2. Designate a Registered Agent
The next step is to appoint a Hawaii registered agent. Your registered agent will accept important legal mail, including potential lawsuits, on your business’s behalf. You can hire a registered agent service to do this job, appoint another individual, or do it yourself. Hawaii law requires businesses to maintain a registered agent. Your registered agent’s name and address will be on the public record.
Learn why the pros use a registered agent service.
The responsibilities of Hawaii registered agents are outlined in HI Revised Stat. §425R-11. At the least, your registered agent must:
- Have a physical address in the state of Hawaii. P.O. boxes are not allowed.
- Keep regular business hours at this address.
- Accept legal notices on behalf of your business and forward them to you quickly.
Yes. As long as you’re able to maintain regular business hours to accept service of process in person, and you don’t mind having your name and address on the public record, you can be your own registered agent.
Though it’s possible, many business owners choose not to act as their own registered agent. Instead, they hire a registered agent service to protect their personal information and avoid the risk of missing a legal summons when on a trip or just running out to catch a few waves.
Yes. If you want to change your registered agent in Hawaii, you will need to complete a Statement of Change of Registered Agent and submit it to the Hawaii Department of Commerce and Consumer Affairs with the $25 filing fee.
3. Submit Articles of Incorporation
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.
Note: All of the information included on this form will become public record.
You’ll need to include the following information in your Articles of Incorporation:
- Your full business name. Include an indicator like “Inc.”
- Registered agent information. Include your registered agent’s name and physical address. PO boxes can only be listed in addition to a physical address.
- Mailing address. This can be a PO Box.
- Principal address. This must be a Hawaii street address.
- Authorized shares. For each class of shares (such as “Common” or “Preferred”), list the number of shares you wish to create. You must authorize at least one share.
- Name and Address of Incorporators. Each incorporator must put their legal name and address on the articles.
- Signature of Incorporators. Signature of whoever prepares and files the document.
Hawaii charges $50 to file the Articles of Incorporation, and adds a $1 State Archive Preservation Fee for a total filing cost of $51.
Your best bet to keep your personal information off the public record is to keep it off this form altogether. All of the information on your Articles of Incorporation goes onto the public record, so if you put your personal address on this form, it will be posted online where marketers and data brokers can easily find it. It will probably end up on one of those fake “public records” websites, too.
Hiring a registered agent who provides you a business address can help you and your members maintain some privacy when starting a business.
You can file the Hawaii Articles of Incorporation online, by email, mail, fax, or in person. The total fee is $51.
Online:
Hawaii Business Express
By mail:
Dept. of Commerce and Consumer Affairs
Business Registration Division
P.O. Box 40
Honolulu, Hawaii 96810
In person:
Dept. of Commerce and Consumer Affairs
Business Registration Division
335 Merchant Street, Rm. 201
Honolulu, Hawaii 96813
By email:
breg-doci-filing@dcca.hawaii.gov
By fax:
(808) 586-2733
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4. 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.
Yes. Even though corporations are technically only required to have an EIN if they hire employees or have corporate tax status, nearly all corporations need an EIN to open a business bank account. It is also more secure to give out your EIN to business associates rather than your social security number.
5. Write Corporate Bylaws
Bylaws are the internal rules that govern your corporation. 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.
For more on Hawaii Corporate Bylaws (including free Hawaii Corporate Bylaws templates), see our Hawaii Corporate Bylaws resource.
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.
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.
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:
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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?
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Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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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?
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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?
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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?
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Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Corporate bylaws can make other provisions as well, assuming additions are in accordance with state law.
6. 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.
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.
7. 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.
To open a corporate bank account in Hawaii, you’ll need to bring the following with you to the bank:
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A copy of the Hawaii corporation’s Articles of Incorporation
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The corporation’s bylaws
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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.
8. File State 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.
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.
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.
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.
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.
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.
Ready to Start a Corporation in Hawaii?
