Start an LLC in Hawaii

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.

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.

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.

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.

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.

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.

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.

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.

*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.