Hawaii Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in Hawaii is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, mailing address of the principal office, shares, par value, registered agent name and address and the incorporators name and address.

Hawaii law does allow for the formation of Professional Corporations (PC's).

Corporations are managed by their Board of Directors. The minimum number of directors required in Hawaii is 1 for 1 shareholder, 2 for 2 shareholders, and 3 for 3 or more shareholders and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

Corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors, officers and shareholders, minutes of all director and shareholder meetings, records of actions taken by directors or shareholders without a meeting, record of all shareholders and their number and class of shares, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

All Hawaii corporations will be required to file an annual report every year with the Department of State. State sends notices to principal office address on record the 1st day of each quarter from the anniversary date. The $15 report is due on the last date of quarter annually. Failure to file the annual report may result in the company becoming inactive.

Corporations can register an Assumed Name (DBA) with the Department of Commerce and Consumer Affairs Business Registration Division. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with Chapter 482 of the Hawaii Revised Statutes must be filed with the Department of Commerce and Consumer Affairs Business Registration Division. The Trade Name registration will be for a term of five years from the date of filing. Registrations may be renewed for additional periods of five years from the date of renewal by filing an application within six months prior to the expiration date.

The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution, pursuant to Section 414-383 of the Hawaii Revised Statutes, with the Hawaii Department of Commerce and Consumer Affairs Business Registration Division.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Hawaii an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Hawaii Department of Taxation.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Hawaii Department of Taxation at https://tax.hawaii.gov/ .

The formation document required to file an LLC in Hawaii is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, mailing address of the initial principal office, registered agent name and address, name and address of incorporator, whether the LLC will be managed by the Members or Managers, names and addresses of the initial members/managers, duration, if the members will or won’t be liable for the debts of the company.

Hawaii law does not allow for the formation of Professional LLC's (PLLC's).

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Hawaii is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All Hawaii LLCs will be required to file an annual report every year with the Department of State. State sends notices to principal office address on record the 1st day of each quarter from the anniversary date. The $15 report is due on the last date of quarter annually. Failure to file the annual report may result in the company becoming inactive.

LLC's can register an Assumed Name (DBA) with the Department of Commerce and Consumer Affairs Business Registration Division. If an LLC desires to conduct activities under a name other than its true legal name, a certificate complying with Chapter 482 of the Hawaii Revised Statutes must be filed with the Department of Commerce and Consumer Affairs Business Registration Division. The Trade Name registration will be for a term of five years from the date of filing. Registrations may be renewed for additional periods of five years from the date of renewal by filing an application within six months prior to the expiration date.

The Hawaii Revised Statutes provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Termination, pursuant to Section 428-805, with the Hawaii Department of Commerce and Consumer Affairs Business Registration Division.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Hawaii Department of Taxation at https://tax.hawaii.gov/ .

The formation document required to file a Not-For-Profit corporation in Hawaii is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, mailing address of the initial principal office, if the NFP will have members, the names and addresses of the incorporators and registered agent name and address.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Hawaii is 3 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Hawaii Not-for-profit corporations are not required to file annual reports with the Department of State.

Hawaii Not-for-profit corporations are not required to file annual reports with the Department of State. NFP Corporations can register an Assumed Name (DBA) with the Department of Commerce and Consumer Affairs Business Registration Division. If a NFP desires to conduct activities under a name other than its true legal name, a certificate complying with Chapter 482 of the Hawaii Revised Statutes must be filed with the Department of Commerce and Consumer Affairs Business Registration Division. The Trade Name registration will be for a term of five years from the date of filing. Registrations may be renewed for additional periods of five years from the date of renewal by filing an application within six months prior to the expiration date.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution, pursuant to Section 414D-243 of the Hawaii Revised Statutes, with the Hawaii Department of Commerce and Consumer Affairs Business Registration Division.

A public benefit corporation must give the attorney general written notice that it intends to dissolve before submitting the articles of dissolution to the State. The notice shall include a copy of or summary of the plan of dissolution.

No assets shall be transferred or conveyed by a public benefit corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection (a0 to the attorney general or until the attorney general has consented in writing to the dissolution, or indicated in writing that the attorney general will take no action in respect to, the transfer or conveyance, whichever is earlier.

When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person (other than creditors) who received assets and indicate what assets each received.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Hawaii Department of Taxation at https://tax.hawaii.gov/ .