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Register a Hawaii Foreign LLC

If your LLC is based in another state, but plans 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 and pay the $51 filing fee (the extra dollar is tacked on as a state archive fee).

Hawaii's state statutes don't really pin down what the state defines as doing business. However, if your LLC plans to own or lease property in Hawaii, hire local employees, bid on contracts there, or offer professional and retail services to people in Hawaii, you'll need to register your LLC as a Hawaii foreign LLC.

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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:

1. Appoint a Hawaii registered agent

If you intend to do business in the Aloha State, you’ll need a Hawaii registered agent. 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.

Can I be the registered agent for my Hawaii foreign LLC?

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.

2. Obtain a Certificate of Good Standing

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. Hawaii won’t accept certificates that are older than 60 days.

How do I get a Certificate of Good Standing for my LLC?

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.

3. Complete the Application for Certificate of Authority

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’s 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)

If you choose to complete your application by hand, note that you must use black ink.

Ready to for some fun in the sun? You can Register Your Foreign LLC in Hawaii now with Northwest.

How much does it cost to file an Application for Certificate of Authority in Hawaii?

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.

How do I file the Hawaii Application for Certificate of Authority?

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:
breg-doci-filing@dcca.hawaii.gov

Fax:
(808) 586-2733

Do foreign LLCs need to file Articles of Organization in Hawaii?

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.

4. Receive your Certificate of Authority

If your application is approved by the Hawaii DCCA’s Business Registration Division, you will receive a stamped copy of your application and your Certificate of Authority by mail.

How long does it take for Hawaii to process the Application for Certificate of Authority?

Online and hand delivered filings are generally processed in 3 to 5 business days. Mail, email, and fax filings can take up to a week. You can add $25 for expedited service, which will speed up the process to 24 hours for online and hand delivered filings, and a few days for mail, email, and fax filings.

Hawaii FAQ

Hawaii Foreign LLC Registration FAQ

How do I amend a foreign LLC in Hawaii?

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.

What does doing business mean in Hawaii?

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?

Does a foreign LLC have to file an annual report in Hawaii?

Yes. Like any Hawaii LLC, your foreign LLC in Hawaii will have to file a Hawaii Annual Report.

How are foreign LLCs in Hawaii taxed?

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.

How can I withdraw my Hawaii foreign LLC?

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.

Ready to Register a Foreign LLC in Hawaii?