How to Dissolve a Hawaii LLC
How do you dissolve a Hawaii Limited Liability Company?
To dissolve your Hawaii LLC, submit the completed Articles of Termination (Form LLC-11) to the Hawaii Department of Commerce and Consumer Affairs, Business Registration Division (BREG) by mail, fax, or in person. The form cannot be filed online. 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 articles of termination 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.
Hawaii Limited Liability Company Dissolution FAQ
What agency do I file the articles of termination 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
Is there a filing fee to dissolve or cancel a Hawaii LLC?
There is a $25 filing fee to dissolve your Hawaii Limited Liability Company.
Processing may be expedited for an additional $25 fee.
Do you need a Department of Revenue clearance before the Hawaii Department of State will accept your dissolution?
The Hawaii BREG does not require a tax clearance certificate to dissolve a business in Hawaii. You are required to certify that the debts and obligations of the LLC have been paid or discharged and that LLC property has been distributed according to the rights and interests of its members. You must also certify that there is no litigation pending against the LLC.
How long does it take the state to process the filing?
Hawaii BREG processing time is approximately five business days.
Expedited Processing takes approximately one to three business days.
How long before someone can take your business name?
Your Hawaii LLCs name can be taken by another business entity immediately once your certificate of termination is processed or immediately upon administrative termination by the Secretary of State.
What is the penalty if you do not dissolve properly and just don’t file your annual reports?
If a Hawaiian Limited Liability Company fails to dissolve and doesn’t file annual reports for two years, the registration may be involuntarily terminated by the State.
What are the late fees and penalties to re-register if your registration is terminated?
If your registration is involuntarily terminated, you must file Form X-4, Hawaii Application for Reinstatement within two years of the termination in order to continue the entity. Only domestic entities may apply for reinstatement. The filing fee for the Application for Reinstatement is $25.
To reinstate, you must also attach a Tax Clearance Certificate from the Department of Taxation, State of Hawaii, indicating that all taxes have been paid, or that a payment arrangement has been entered into, or the unpaid tax liabilities are being contested in an administrative or judicial appeal with the department of taxation.
To get your Hawaii Tax Clearance Certificate, you must first fill out Form A-6, Hawaii Application for Tax Clearance, and submit the form to the Department of Taxation. Applications may be obtained from any district tax office, by mail, fax, or via the Internet. The Hawaii Application for Tax Clearance is available as a PDF on the Department of Taxation website (see link below). The application is also in your account when you sign up for Hawaii registered agent service with Northwest.
Submit the Application for Tax Clearance to:
State Dept. of Taxation
Taxpayer Services Branch
P.O. BOX 259
Honolulu, HI 96809-0259
If you are not sure if your business is current with your tax requirements, contact the Department of Taxation at: (808) 587-4242
Finally, you must include payment for all delinquent fees, penalties and other costs.
Application for tax clearance:
File reports online: