Hawaii Form LLC-11, the Articles of Termination, is the filing that officially ends a domestic LLC’s legal existence with the Department of Commerce and Consumer Affairs (DCCA). Send it to the Business Registration Division with a $25 filing fee, either by mail to P.O. Box 40, Honolulu, HI 96810 or online through the Hawaii Business Express portal.1Department of Commerce and Consumer Affairs. Business Registration Division The form is short, but you can only sign it truthfully after your LLC has dissolved, paid what it owes, and distributed what remains.
What Has to Be True Before You File
Form LLC-11 is a certification, not a request. You are telling the state that specific things have already happened, and signing a false certification carries legal consequences.
First, the LLC has to be dissolved. For a voluntary shutdown, that usually means either an event written into your operating agreement or consent from the percentage of members the operating agreement specifies. Hawaii law does not require unanimous consent; whatever threshold your agreement sets is the one that controls. If the agreement is silent on the required percentage, talk to an attorney before proceeding.2Justia. Hawaii Code 428-801 – Events Causing Dissolution and Winding Up of Company’s Business
Second, the LLC has to be wound up. Before you can file, all three of these must be true:
- Every debt, obligation, and liability of the LLC has been paid and discharged, or you have set aside enough money to cover them.
- Any remaining property has been distributed to members according to their respective interests.
- No lawsuits are pending against the LLC, or you have made adequate provision for any judgment that could come out of a pending case.
All three appear as required statements on the form itself, and the statute requires the articles of termination to include them.3Justia. Hawaii Code 428-805 – Articles of Termination
Third, publication. This is the step most people miss. Form LLC-11 asks for the dates you published a notice of intent to terminate and the name of the newspaper that ran it, as required by HRS §428-808.3Justia. Hawaii Code 428-805 – Articles of Termination The form does allow you to state that publication was not made, but the publication exists to protect you. It puts unknown creditors on notice and starts a limitations clock on future claims. If your LLC had vendors, customers, or any relationships that could produce a future claim, the small newspaper fee is worth it. Without publication, stale claims can follow former members for years after termination.
What Form LLC-11 Asks For
The statute specifies six items the Articles of Termination must contain:
- The exact legal name of the LLC as it appears in DCCA records. A missing comma, or “LLC” versus “L.L.C.”, can get the filing rejected.
- The dates the notice of intent to terminate was published and the newspaper’s name, or a statement that no publication was made.
- A declaration that all debts, obligations, and liabilities have been paid, discharged, or adequately provided for.
- A declaration that remaining property has been distributed to members according to their interests.
- A declaration that no lawsuits are pending, or that adequate provision has been made for any potential judgments.
- A declaration that the company’s business has been wound up and its legal existence is terminated.
The form also requires a signature and printed name from the person authorized to sign for the LLC: a manager for manager-managed companies, a member for member-managed ones. The signer affirms under penalty of law that everything in the filing is accurate.3Justia. Hawaii Code 428-805 – Articles of Termination
How to Submit It
Download Form LLC-11 from the DCCA Business Registration Division’s forms page for domestic LLCs.4Department of Commerce and Consumer Affairs. Forms – Domestic Limited Liability Company There are two ways to file:
- By mail: send the completed form with a $25 filing fee (check payable to DCCA) to Business Registration Division, P.O. Box 40, Honolulu, Hawaii 96810.1Department of Commerce and Consumer Affairs. Business Registration Division
- Online: file through Hawaii Business Express at hbe.ehawaii.gov. Online filings typically process faster than mail, though additional portal service fees may apply on top of the $25.5Hawaii Business Express. Welcome
Expedited processing is available for an additional $25 and shortens the review period. DCCA has noted processing delays tied to an ongoing IT system transition, so standard turnaround may be longer than usual.1Department of Commerce and Consumer Affairs. Business Registration Division Once the state accepts your filing, you receive a file-stamped copy of the Articles of Termination. Keep it permanently as proof the LLC no longer exists.
Closing Tax Accounts Separately
Filing Form LLC-11 ends the LLC’s existence with the state. It does not close your tax accounts, and you have to handle those on their own.
Hawaii General Excise Tax
Cancel your GET license through Hawaii Tax Online at hitax.hawaii.gov, or by mailing Form GEW-TA-RV-1 (Notification of Cancellation of Tax Licenses and Tax Permits) to the Department of Taxation.6Department of Taxation. TSM Frequently Asked Questions File your final GET return covering the period through the cancellation date. Skip this and the Department of Taxation will keep expecting periodic returns from a defunct company, with non-filing penalties accumulating.
Federal EIN
Send a letter to the IRS asking that your Employer Identification Number be deactivated. Include the LLC’s EIN, legal name, address, a copy of the EIN assignment notice if you still have it, and the reason for closing. Mail it to Internal Revenue Service, MS 6055, Kansas City, MO 64108 or Internal Revenue Service, MS 6273, Ogden, UT 84201. File all outstanding federal tax returns before sending this letter; the IRS will not deactivate the EIN while returns are still due.7Internal Revenue Service. If You No Longer Need Your EIN
Tax Clearance (Optional but Useful)
The statute does not require a tax clearance certificate before filing Form LLC-11, but obtaining one gives you documented proof that your tax accounts are clean. You can apply at no cost through Hawaii Tax Online or by submitting Form A-6.8Department of Taxation. Tax Clearance Certificates
What Happens If You Skip the Filing
Walking away from the LLC without filing is a mistake. It remains an active entity in DCCA’s records, and annual report obligations keep piling up. Hawaii charges $12.50 per annual report filed online, or $15 by mail, plus a $10 late fee for each missed deadline.
Eventually DCCA steps in. The director can begin administrative termination if your LLC fails to pay required fees, goes two years without filing an annual report, or fails to maintain a registered agent.9Justia. Hawaii Code 428-809 – Grounds for Administrative Termination If you ever need to reinstate the company to resolve a legal matter or contract obligation, you would have to pay all delinquent fees and penalties, file every missing annual report, and provide a Department of Taxation certificate showing your taxes are current. You have two years from the date of administrative termination to reinstate before that option closes and you would need to form a new entity.
A voluntary Form LLC-11 filing avoids all of that. A few minutes of paperwork and $25 is far cheaper than years of accumulating fees and a reinstatement process.