Register a Hawaii Foreign LLC
If your LLC is based in another state, but you plan to do business in Hawaii, you’ll need to register it as a Hawaii Foreign LLC. To do this, your LLC will need to submit an Application for Certificate of Authority to Hawaii's Department of Commerce and Consumer Affairs, appoint and maintain a registered agent, and pay the state filing fee of $51.
Northwest can register your foreign LLC in Hawaii for just $225 + state fees. This includes the paperwork, one year of registered agent service, and business identity services that take your business online. You'll get a custom domain name, secure web hosting, a business phone number, a business email address, and a local Hawaii business address. You'll also get forever access to our attorney-drafted legal document templates, personal help from our Corporate Guides®, and Privacy by Default®.
$225 Foreign Registration
Have Northwest Registered Agent expand your business and get more:
- Local experts handle your paperwork
- Local phone line
- Free domain name
- Free website
- Free professional email
How to Register a Foreign LLC in Hawaii
To register a foreign LLC, you have to go through a process called Foreign Qualification. In Hawaii, this means obtaining a Certificate of Authority. Here’s what you’ll have to do:
As the person or entity responsible for delivering service of process to your foreign LLC, your Hawaii registered agent must have a physical address in Hawaii. While this can be a friend or relative who lives in the state and is willing to do the job, many businesses choose to use a Registered Agent Service when doing business in another state.
You’ll need to obtain a Certificate of Good Standing (also known as a Certificate of Existence) from your home state before applying for a Certificate of Authority in Hawaii. A Certificate of Good Standing shows that your business has paid taxes and filed all annual reports, which most states will want to know before authorizing an LLC to do business in their jurisdiction. In most cases, you can obtain a Certificate of Good Standing by reaching out to your Secretary of State (or equivalent office) and paying a nominal fee.
To register as a foreign LLC in Hawaii, you’ll need to submit an Application for Certificate of Authority for Foreign Limited Liability Company to Hawaii Department of Commerce and Consumer Affairs (DCCA). Here’s what it must include:
- Name of your LLC in your home jurisdiction
- Name of the jurisdiction where your LLC initially formed
- Mailing address of your LLC’s principal office
- Name and address of your registered agent in Hawaii (and state or county of formation, if your registered agent is a company that’s incorporated or organized elsewhere)
- LLC period of duration (if your LLC does not have a planned expiration date, select “at-will”)
- Management structure (either manager-managed or member-managed)
- Names and addresses of each manager or member (depending on your management structure)
- Whether members will be liable, won’t be liable, or will only be liable for specific debts, obligations and liabilities of the LLC—which you must list. (Tip: most LLCs skip this part).
- A viable Certificate of Existence (also called a Certificate of Good Standing) from your home jurisdiction
- Authorized signature of a manager or member (depending on your management structure)
- Payment of $50
If you choose to complete your application by hand, note that you must use black ink.
Ready to go? You can Register Your Foreign LLC in Hawaii now with Northwest.
If your application is approved by the Hawaii DCCA’s Business Registration Division, you should receive a stamped copy of your application and your Certificate of Authority by mail.
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Hawaii Foreign LLC Registration FAQ
To amend your foreign LLC in Hawaii, you’ll have to submit a Correction Form to the Hawaii Department of Commerce and Consumer Affairs, Business Registration Division. The filing fee is $25.
In Hawaii, business entities must have the authority to transact business before they can legally operate. However, like many states, Hawaii’s statutes don’t clearly define what it means to transact business. Instead, HI Rev Stat § 414-431 lists various activities that do NOT qualify as transacting business (like maintaining bank accounts, and selling through independent contractors).
While the statutes don’t provide much clarity, the Department of Taxation in Hawaii requires businesses to register for the excise tax if they do certain activities. These activities include, but are not limited to:
- Wholesaling
- Retailing
- Farming
- Construction contracting
- Renting property
- Collecting business interest income
- Collecting royalties
For more, check out Northwest’s page: What Exactly Does “Doing Business” in Another State Mean?
Yes. Like any Hawaii LLC, your foreign LLC in Hawaii will have to file a Hawaii Annual Report.
Your foreign Hawaii LLC will be subject to Hawaii Taxes like any LLC that operates in the island chain. While the state does not have sales tax, you will have to pay the state’s 4% excise tax on all business activities.
To withdraw your foreign LLC in Hawaii, you’ll have to file an Application for Certificate of Cancellation and pay the associated $25 fee. Note that this only renders your company inactive in the state of Hawaii, and not its home state.
You can, but you’d need to live and have an address (no P.O. boxes) in Hawaii. This is why most LLC owners who expand their business out of state higher a professional registered agent service that as an office in the foreign state or jurisdiction where the LLC will operate.
In most cases, you can obtain a Certificate of Good Standing by reaching out to your Secretary of State (or equivalent office) and paying a nominal fee.
The Application for Certificate of Authority in Hawaii costs $50 plus a $1 State Archive Preservation Fee. Add $25 for expedited service (if necessary). If you require a certified copy of your Certificate of Authority, it’s $10.
Hawaii gives you almost unlimited options for filing your application. You can file online, by mail, in person, email, or fax.
Online:
eHawaii.gov
Mail:
Department of Commerce and Consumer Affairs
Business Registration Division
P.O. Box 40
Honolulu, HI 96810
In Person:
Department of Commerce and Consumer Affairs
Business Registration Division
335 Merchant Street, Room 201
Honolulu, HI 96813
Email:
[email protected]
Fax:
(808) 586-2733
No. You’ll only need to file Hawaii LLC Articles of Organization if you initially form your LLC in Hawaii. Your LLC’s articles should be filed and maintained in your home state.
