The Hawaii LLC-1 Articles of Organization is the one-page form you file with the Business Registration Division (BREG) of the Department of Commerce and Consumer Affairs to create a limited liability company in Hawaii. The filing fee is $50, plus a $1 State Archives fee, and you can submit online through Hawaii Business Express, by mail, or in person in Honolulu.1DCCA Hawaii. Domestic Limited Liability Company Your LLC legally exists on the date BREG files it.
What the Form Asks For
Hawaii Revised Statutes § 428-203 sets out six categories of information the articles must contain: the company name, the mailing address of the initial principal office, each organizer’s name and address, the LLC’s duration, whether it is manager- or member-managed (with the names of those initial managers or members), and whether members will be personally liable for company debts.2Justia. Hawaii Code 428-203 – Articles of Organization
Company Name
The name must contain “Limited Liability Company” or an abbreviation such as LLC, L.L.C., Ltd., or Co., and may use only English-alphabet letters. It cannot be the same as, or substantially identical to, any corporation, partnership, LLC, or trademark already on file with the state.3Justia. Hawaii Code 428-105 – Name
Search the state’s business name database at hbe.ehawaii.gov/documents/search.html before filing. The site itself cautions that results are not a definitive confirmation of availability, so treat the search as a preliminary check. If your preferred name is close to one already registered, you can still get approval by obtaining the existing owner’s written consent and adding words that make the names distinguishable.
Principal Office Address
Article II asks for the mailing address of the initial principal office, including city, state, and zip code. It does not need to be in Hawaii, and a P.O. box is acceptable.4Hawaii Department of Commerce and Consumer Affairs. Instructions for Filing Articles of Organization for Limited Liability Company
Registered Agent
Every Hawaii LLC must continuously maintain a registered agent with a Hawaii business address. The agent can be a Hawaii resident, a domestic business entity, or a foreign entity authorized to do business in the state.5Justia. Hawaii Code 428-107 – Registered Agent The agent’s address must be a physical street address. A P.O. box will not satisfy this requirement. Commercial registered agent services typically charge $50 to $150 per year if you have no Hawaii presence of your own.
Duration
Article V asks whether the LLC is at-will or exists for a specified term. An at-will LLC lasts indefinitely until the members dissolve it; a term LLC expires on a date you choose. Under § 428-203(d), the LLC defaults to at-will unless you affirmatively specify a term. Pick a term only if the business has a built-in end date, such as a defined real estate project or a joint venture with a set timeline.6Department of Commerce and Consumer Affairs. Instructions for Filing Articles of Organization for a Hawaii Limited Liability Company
Management Structure
Say whether the LLC will be member-managed or manager-managed. In a member-managed LLC, every owner participates in running the business and you list each initial member’s name and address. In a manager-managed LLC, you list each initial manager’s name and address plus the total number of initial members. The choice is public record. Member-managed is simpler when all owners are active; manager-managed suits a company with passive investors.
Member Liability Election
The form includes a check-box most filers overlook: whether members agree to be personally liable for the company’s debts. Under § 428-303(c), members can opt into personal liability for all or certain obligations, but only if the articles say so and each affected member consents in writing.7FindLaw. Hawaii Revised Statutes Division 2 Business 428-303 Almost no one chooses this. The whole point of an LLC is limited liability, so check the box indicating members will not be liable unless you have a specific reason not to.
Organizer and Signature
The organizer is the person who signs and submits the form. The organizer does not have to be a member or manager and can be an attorney or formation service acting for the company. At least one organizer’s name and address is required, and paper filings must be signed in black ink. The organizer’s role ends once the articles are filed.
How to Submit the Form
All three filing methods require the $50 nonrefundable filing fee plus the $1 State Archives fee. Add $25 if you want expedited review.
- Online through Hawaii Business Express at hbe.ehawaii.gov. The portal walks you through each field, lets you review on a confirmation screen, and accepts electronic payment. This is generally the fastest route.
- By mail, with a check payable to “Department of Commerce and Consumer Affairs,” sent to the Business Registration Division, P.O. Box 40, Honolulu, Hawaii 96810.8DCCA Hawaii. Business Registration Division
- In person at the Business Registration Division, 335 Merchant Street, Room 201, Honolulu, Hawaii 96813, open 7:45 a.m. to 4:30 p.m. Hawaii Standard Time Monday through Friday.
Check every field before you file. A missing entry, an unavailable name, or an incorrect payment will delay the filing or get it rejected outright. DCCA has flagged that processing times may run longer during its ongoing IT system transition, so the $25 expedited fee is worth it if you need the LLC formed by a specific date.
When Your LLC Exists
Your LLC’s existence officially begins on the date BREG files the articles. Under § 428-202(b), that filing date is the formation date, and BREG’s acceptance is conclusive proof that you met the legal requirements to create the company.9Justia. Hawaii Code 428-202 – Organization You will receive a file-stamped copy of the Articles of Organization. Keep it. Banks, lenders, and licensing agencies will ask for it.
What You Still Have to Do
Filing the LLC-1 creates the entity. It does not finish the setup.
Operating Agreement
Hawaii allows all members of an LLC to enter into an operating agreement governing how the company runs, how profits are divided, and how disputes are handled.10Justia. Hawaii Code 428-103 – Effect of Operating Agreement; Nonwaivable Provisions The statute does not require the agreement to be written, but the default rules of Hawaii’s Uniform Limited Liability Company Act fill any gaps you leave. For any LLC with more than one member, put the agreement in writing.
General Excise Tax License
If the LLC will conduct business in Hawaii, you need a General Excise Tax (GET) license. Apply using Form BB-1 and pay the one-time $20 registration fee through Hawaii Tax Online at hitax.hawaii.gov, by mail, or in person at a Department of Taxation district office. Online processing takes about five to seven days, mail applications four to six weeks, and in-person filings with two copies of the completed form plus the fee are issued the same day.11Department of Taxation. General Excise Tax (GET) Information
Employer Identification Number
A multi-member LLC must obtain an EIN from the IRS whether or not it has employees. A single-member LLC needs one only if it hires employees or files excise tax returns, though most get one anyway because banks require it to open a business account. Apply free at irs.gov; the online application issues the EIN immediately. The IRS limits issuance to one EIN per responsible party per day.
Annual Report
Every Hawaii LLC must file an annual report with BREG. The fee is $15, with an optional $25 expedited review fee.12DCCA Hawaii. Fees – Uniform Limited Liability Company Act, Chapter 428 The due date depends on the quarter in which you formed the LLC:
- Formed January 1 to March 31: due March 31
- Formed April 1 to June 30: due June 30
- Formed July 1 to September 30: due September 30
- Formed October 1 to December 31: due December 31
A $10 late fee applies for each year the report is delinquent.13Office of the Governor. Release: Second Quarter Hawaii Annual Business Reports Due Fall more than two years behind and the state can administratively dissolve the LLC, which strips its good standing and forces you to stop operating until you reinstate. Put the annual report deadline on a calendar the day the LLC is formed. It is the filing people forget.