Start an LLC in Hawaii

Use our free business tools below to complete your Hawaii LLC Articles of Organization. This is the document you file directly with the Hawaii Department of Commerce and Consumer Affairs’ Business Registration Division.

If you want more, hire us to form your LLC in Hawaii. We’ll get your business stood up in minutes with a free domain, website, email, business phone, and more.

 

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How to Start an LLC in Hawaii

A Hawaii LLC is a flexible business entity with strong liability protection and multiple management and taxation options. To start an LLC in Hawaii, you’ll need to choose a Hawaii registered agent, file business formation paperwork with the Hawaii Business Registration Division, and pay a $51 state filing fee.

Here, we’ll take you through the process of turning your business dream into an LLC.

 

1. Name Your Hawaii LLC

Before you commit to a business name, you need to make sure it meets Hawaii’s naming guidelines for LLCs, which you can find in HI Revised Stat. § 428-105. Simply put, your LLC name needs to:

  • Contain the words “limited liability company” or the abbreviation “LLC” or “L.L.C.”
  • Not already be taken by another Hawaii business.

Already have a business name? Check to see if it’s available.

Can I reserve a business name in Hawaii?

Yes. If you are not ready to officially form your LLC, 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.

What’s the difference between my LLC’s name and an assumed business name?

The company name on your Articles of Organization will be your LLC’s official name. If your LLC does business under another name, this is called an assumed business name (sometimes called a trade name or DBA). LLCs 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 LLCs 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.

What does a registered agent do?

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.

Can you be your own registered agent in Hawaii?

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.

Can I change my registered agent after I start an LLC?

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 LLC Articles of Organization

When you’re ready to formally start your LLC, you’ll need to complete the Articles of Organization. You can submit the Articles via mail, email, or fax (if you miss the 90s). You can also use Hawaii’s online filing system or drop your Articles off in person.

Note: All of the information on this form will become part of the public record.

Here’s the information you’ll need to provide on the Articles of Organization:

  • Company name. Needs to include “limited liability company,” “LLC,” or “L.L.C.”
  • Business mailing address. You can use a P.O. box here if you want.
  • Registered agent. The name of whoever will accept legal mail on behalf of your LLC.
  • Registered agent address. Must be an actual street address in Hawaii, not a P.O. box.
  • Organizer. The name and address of the person who completes your Articles. This doesn’t have to be a member of your LLC.
  • Duration. If you want your LLC to dissolve on a certain date, you can put the date here. If you want your business to continue indefinitely, choose “At will.” Hint: Most LLCs choose “At will.”
  • Management structure. Indicate if your LLC is member-managed or manager-managed.
  • Member or manager info. The names and addresses of your members or managers, depending on who will run your LLC.
  • Liability. Whether your members choose to be personally liable for the business’s debts and obligations. Since liability protection is one of the main perks of forming an LLC, most people check the first box, “Shall not be liable…”
  • Signature. Your LLC Organizer signs here.

How can I keep my personal information off the public record?

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 Organization 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.

What’s the difference between a member-managed and manager-managed LLC?

A member-managed LLC is run collectively by all of its members (owners). In contrast, a manager-managed LLC is run by managers who are hired by the members. The people who manage your LLC will be able to enter into contracts, hire and fire employees, and open bank accounts, among other things.

For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.

How do I file the Hawaii Articles of Organization?

You can file the Hawaii Articles of Organization 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:
[email protected]

By fax:
(808) 586-2733

Start Your Hawaii LLC Today!

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4. Write an LLC Operating Agreement

An operating agreement is a legal contract between LLC members deciding how the business will function internally. It covers the important stuff, like how much each member invested, how you’ll distribute profits and losses, and even what you’ll do if things go south.

Operating agreements are internal documents, so you don’t need to file yours with the Hawaii Department of Commerce and Consumer Affairs. But if you don’t have one, your business will be governed by Hawaii’s default LLC statutes.

Check out our attorney-drafted Hawaii LLC Operating Agreement.

Does Hawaii require an LLC to have an operating agreement?

No, Hawaii law states that LLCs may enter into an operating agreement, not that they must. Even so, you shouldn’t consider this step optional. An operating agreement is usually required to open a business bank account. Plus, if your business ever faces a lawsuit, your operating agreement could be one of your best weapons for maintaining your limited liability status.

What should be included in an operating agreement?

A solid operating agreement plans for the major situations most LLCs face. This includes voting on amendments, settling disputes, and even dissolving the business if necessary. These are some of the topics operating agreements typically address:

  • initial investments
  • profits, losses, and distributions
  • voting rights, decision-making powers, and management
  • transfer of membership interest
  • dissolution

HI Revised Stat. §428-103 puts some limitations on what an operating agreement can include. For example, your operating agreement can’t restrict the rights of people outside your LLC. But for the most part, you can include any rule in your operating agreement that doesn’t conflict with the law.

Does a single-member LLC need an operating agreement?

Yes, even a single-member LLC should adopt an operating agreement. Why? Most banks will want to see an operating agreement before you open a business bank account. Plus, if your single-member LLC is ever sued, your operating agreement can help you prove that your business follows clear rules and protocols, which could help you maintain your limited liability status.

5. Get an EIN

An Employer Identification Number (EIN) is a number given to a business by the IRS for tax identification. Think of it as a social security number for your business. It’s free to apply for an EIN directly from the IRS, online or by mail. Applying by mail takes longer, but you will need to do this if you don’t have a social security number.

Learn How to get an EIN for your LLC.

Do I need an EIN for my Hawaii LLC?

Yes. If your LLC has more than one member, has employees, or is taxed as a corporation, it needs an EIN. But even if you’re operating a single-member LLC with no employees, getting an EIN can help you protect your identity, since you won’t need to give your social security number to people you do business with.

6. File the Beneficial Ownership Information Report

Most Hawaii LLCs need to complete an additional filing at the federal level. This is a new requirement called the Beneficial Ownership Information (BOI) Report. The BOI Report requires you to disclose identifying information about your company applicant and all beneficial owners to FinCEN. You can file online or hire us to do it for you ($9).

What information is required on the BOI report?

You’ll need to provide the full legal name, birth date, address, and government-issued ID for each beneficial owner and your company applicant.
Note: LLCs formed before 2024 aren’t required to give company applicant information.

You’ll also need to include your legal business name, any DBAs/trade names, physical business address, and EIN (or Social Security Number if your LLC doesn’t have an EIN).

How do I file the BOI Report?

Starting in 2024, you can file this report online through the BOI E-Filing System. It’s free to file the BOI Report.

Will I need to update the BOI Report?

Yes. If any information on your BOI Report changes, you’ll need to file an updated report within 30 days. This is also true if you find out there was an inaccuracy in your original report. Filing an updated BOI Report is free.

Does information on the BOI Report go on the public record?

No. Unlike your Hawaii Articles of Organization, the BOI Report doesn’t go on the public record. The information on your BOI Report will only be accessible to government agencies, local, state, and Tribal law enforcement, and financial institutions for the purpose of verifying customer identity.

Are there any exemptions from the BOI Report?

Yes, there are 23 types of exemption from the BOI Report, including (but not limited to):

  • Large operating companies
  • Most financial companies, such as banks and credit unions
  • Investment companies registered with the Securities and Exchange Commission (SEC)
  • Insurance companies registered with a state or federal agency
  • Public utilities companies registered with a state or federal agency
  • Tax-exempt entities

7. Open a Bank Account

Your LLC needs its own bank account is to maintain its limited liability status. Why? Having limited liability status means that your business is a legal entity with assets and liability separate from the LLC members. If you mix business and personal finances, a court might decide your LLC is not a truly separate entity—and you could be held personally responsible for damages.

To open a business bank account, you’ll need to bring the following to the bank:

  • Hawaii LLC Articles of Organization (a copy is fine)
  • the LLC’s operating agreement
  • the LLC’s EIN
  • an LLC Resolution to Open a Bank Account (if your LLC has more than one member).

If your LLC has more than one member, use our LLC Resolution to Open a Bank Account.

8. Fund the LLC

When you’re forming a business, it helps to have some start-up cash. All of your members should make an initial investment in the LLC in exchange for their membership interest. Most of the time, members will simply write a check to the LLC bank account. However, you could let your members invest property or services to the business instead. Just remember that investments of property or services often lead to tax events.

What is LLC membership interest?

Membership interest is a member’s ownership stake in an LLC. Usually, the amount you invest in the LLC is directly correlated to your membership interest. So if four members invest $1,000 each, and a fifth member invests $6,000, the first four members would each have 10% membership interest, and the fifth member would have 60%. Typically, membership interest is proportional to voting power, so that fifth member would also hold decision-making power in the LLC.

9. File State Reports & Taxes

Hawaii LLCs are required to file an annual report each year and pay a $15 filing fee. The annual report is just an information update, making sure the Department of Commerce and Consumer Affairs has accurate contact and ownership information for your company.

Worried you’ll forget? Let us file your annual report for you.

When is the Hawaii Annual Report due?

In Hawaii, the annual report due date depends on when you formed your LLC. See the chart below to find out your business’s due date.

Month of Business Formation Annual Report Due Date
January 1st – March 31st March 31st
April 1st – June 30th June 30th
July 1st – September 30th September 30th
October 1st – December 31st December 31st

How are Hawaii LLCs taxed?

The default tax status for Hawaii LLCs is pass-through taxation. This means that the LLC itself doesn’t pay taxes. Instead, the profits “pass through” the business to the owners, who report the profits as self-employment income on their personal tax returns. Hawaii LLC profits are subject to the federal self-employment tax rate (15.3%). Hawaii LLCs can also submit a form to the IRS to be taxed as an S-Corp or C-Corp.

Learn more about S-Corp Vs LLC tax designation.

 

*This is informational commentary, not advice. This information is intended strictly for informational purposes and does not constitute legal advice or a substitute for legal counsel. This information is not intended to create, nor does your receipt, viewing, or use of it constitute, an attorney-client relationship. More information is available in our Terms of Service.

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