How to Form an LLC in Hawaii
Hawaii charges a $50 filing fee for an LLC, plus a $1 State Archives fee BREG adds to the filing, so $51 is paid in total in every channel. The recurring filing runs on a quarter system most states do not use: the annual report is due by the last day of the quarter in which the company was organized, at $12.50 online, and none is due in the year of organization. Hawaii also tests names under a substantially identical standard rather than a distinguishable one, requires a tax writing from the Department of Taxation for reinstatement but not for a voluntary termination, and taxes business activity through the General Excise Tax, which is a tax on the business itself on its gross income, not a sales tax and not an income tax.
Hawaii at a glance
Filing fee: $50 for the Articles of Organization for Limited Liability Company (Form LLC-1), filed with the Hawaii Department of Commerce and Consumer Affairs, Business Registration Division. Recurring: An annual report every year at $12.50 online or $15 on paper, due by the last day of the quarter in which the organization or registration date falls, and no annual report is due in the year of organization itself. Registered agent: required: every Hawaii LLC must have and continuously maintain in Hawaii a registered agent who has a business address in this state, either an individual residing in Hawaii or a domestic or foreign entity authorized to transact business in Hawaii. Every figure on this page was checked against the Hawaii Department of Commerce and Consumer Affairs, Business Registration Division's, the Hawaii State Legislature's, and the Hawaii Department of Taxation's official sites on November 8, 2026.
The Hawaii filing steps
Check your name on the state's own search
Check the name through BREG before you file, and use Hawaii's own test. Under Section 428-105(a) HRS, the name of a limited liability company must contain "limited liability company" or the abbreviation "L.L.C." or "LLC", with "limited" shortened to "Ltd." and "company" to "Co." if you choose, and the letters in the name must be letters of the English alphabet. Hawaii's test is not the distinguishable wording used in many states. Under Section 428-105(b), except as authorized by subsections (c) and (d), the name shall not be the same as, or substantially identical to, the name of any domestic corporation, partnership, limited partnership, limited liability company, or limited liability partnership existing or registered under Hawaii law, the name of any foreign entity of those types authorized to transact business in Hawaii, a name the exclusive right to which is reserved under Hawaii law, or a fictitious name approved under Section 428-1005 for a foreign LLC, or any trade name, trademark, or service mark registered in this State. Under Section 428-105(c) the director may authorize a substantially identical name if the present user, registrant, or owner consents in writing and one or more words are added by the applicant to make the name distinguishable from the name on record, or through the other routes that subsection provides, such as a court decree or the other registrant changing its name or ceasing to use it. Section 428-105.5 also provides an administrative order of abatement procedure for an entity claiming another entity's name is substantially identical to, or confusingly similar with, its own. A check does not reserve the name. To hold one, file an Application for Reservation of Name for $10 under Section 428-106; if the director finds the name available it is reserved for the applicant's exclusive use for a 120 day period from the date of filing, and the reservation is transferable by a signed notice of transfer, itself priced at $10 on BREG's Chapter 428 fee schedule.
Choose your registered agent
Hawaii uses the registered agent wording, not statutory agent. Form LLC-INFO states the rule, citing Section 428-107 HRS: each limited liability company and foreign limited liability company shall have and continuously maintain in this State a registered agent who has a business address in this state, and the registered agent shall be either an individual residing in this State or a domestic or foreign entity authorized to transact business in this State. The articles themselves carry the agent information required by Section 425R-4(a) HRS, the Hawaii Registered Agents Act, as part of the Section 428-203(a) filing contents. Change the agent by delivering a statement of change to the director for filing under Section 428-108, setting out the particulars that section requires; BREG's Chapter 428 fee schedule prices a Statement of Change or Resignation of Registered Agent for an LLC at $25, with expedited review another $25, and prices 201 or more simultaneously filed statements at $1 for each affected LLC. An agent changing its own name, business address, or type or jurisdiction of organization also files a statement of change. Resignation runs under Section 428-109: the agent signs and delivers a statement of resignation and promptly furnishes the represented entity notice in a record of the date the statement was filed, and the resignation takes effect on the earlier of the thirty-first day after the day on which it is filed or the appointment of a new registered agent. Note the thirty-first day, not the thirtieth. Commercial registered agents are priced separately on the same schedule: a Commercial Registered Agent Listing Statement at $100 and a Termination Statement at $25. Failure to appoint and maintain an agent is a ground for administrative termination under Section 428-809.
File the Articles of Organization (Form LLC-1) with the Business Registration Division (BREG)
File the Articles of Organization for Limited Liability Company, Form LLC-1, with the Department of Commerce and Consumer Affairs, Business Registration Division. BREG states the fee for filing Form LLC-1 for a domestic LLC is $50.00, with an additional fee of $25.00 for expedited service, and that filing fees are not refundable. There is an additional State Archives fee of $1.00, so the amount actually paid at filing is $51 in total. That $1 is not a paper surcharge; BREG states it as an additional fee on the filing, and the $50 filing fee is the same in every channel BREG lists. Registrations can be filed online through Hawaii Business Express, or by email, mail, or fax; paper filings must be typewritten or printed and signed in black ink on standard letter size paper. The date of registration is the date the Articles of Organization are filed in compliance with Chapter 428. Under Section 428-202 HRS, one or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the director, so a single member LLC is authorized. Under Section 428-203(a) the articles shall set forth the name of the company; the mailing address of the company's initial principal office and the information required by Section 425R-4(a), the registered agent information; the name and address of each organizer; whether the duration of the company is for a specified term and, if so, the period specified; whether the company is to be manager-managed, with the related statements that subsection requires; and whether the members are to be liable for the company's debts and obligations under Section 428-303(c). Under Section 428-203(b) the articles may set forth other provisions not inconsistent with law, and under Section 428-203(c) they may not vary the nonwaivable provisions of Section 428-103(b). Under Section 428-203(d) the duration of a limited liability company is at-will unless a term for its duration is specified in its articles. No business purpose statement and no list of members is among the required contents.
Get an EIN from the IRS
Free, online, and takes minutes once your Hawaii filing is approved. Never pay a service for this. See EIN for an LLC for the walkthrough and the one IRS rule (a real person as responsible party) that surprises people.
Write your operating agreement
Section 428-103(a) HRS governs the agreement: except as provided in subsection (b), all the members of a limited liability company may enter into an operating agreement to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company, and to the extent the operating agreement does not otherwise provide, Chapter 428 governs those relations. On form, state it exactly this way: Chapter 428 imposes no form requirement on the agreement. Section 428-103(a) and the Section 428-101 definition say only that members may enter into an agreement and specify no written, oral, or implied form, so this site does not claim Hawaii expressly authorizes oral agreements; what is verified is that the statute is silent on form. The agreement is permissive, not mandatory: nothing in Section 428-103 or in the Section 428-203 filing contents requires one to form the LLC, and no BREG form or fee exists for one, because it is an internal document, not filed with BREG. Members do have a statutory right to a copy: on a signed record given to the company, a member may obtain at the company's expense a copy of any operating agreement in record form, under Section 428-408 as Form LLC-INFO notes. The limits in Section 428-103(b) cannot be varied, including that the agreement may not unreasonably restrict a right to information or access to records, eliminate the duty of loyalty, unreasonably reduce the duty of care, or eliminate the obligation of good faith and fair dealing. The defaults that govern when the agreement does not provide otherwise include distributions before dissolution in equal shares under Section 428-405(a), and on winding up a return of unreturned contributions plus an equal share of the remainder under Section 428-806(b).
Open the business bank account and handle licenses
Bring your approved formation document and EIN letter. Then check your city and county for a general business license and your industry for state permits. Hawaii issues no single statewide general business license through BREG. The state level step an operating business meets is tax registration with the Department of Taxation, and in Hawaii that step is activity based. The Department states that an individual, business, or other legal entity must register for a General Excise Tax license if it is engaging in business activities in Hawaii, has physical nexus, or meets or exceeds the economic nexus threshold of gross income or receipts of $100,000 or more, or 200 or more transactions, in the current or preceding calendar year. Registration is on the State of Hawaii Basic Business Application, Form BB-1, with a one-time $20 license fee, filed in person, by mail, or online via Hawaii Tax Online. Forming an LLC with no Hawaii business activity is not what triggers that registration. Industry permits and county requirements sit on top of it, so check the activity and the county before you budget.
Filing details that trip people up
- The $1 is a State Archives fee, not a paper surcharge, and the $50 fee is the same in every channel. BREG lists registrations as filed online, or by email, mail, or fax, prices Form LLC-1 at $50.00 in each channel, and states there is an additional State Archives fee of $1.00, so $51 is paid in total however the articles are filed. Do not copy the $50 online and $51 paper split from other guides onto formation; that split belongs to the annual report, which is $12.50 online and $15 on paper. Optional expedited review is $25 more on the BREG pages and fee schedule consulted for these pages. A certified copy is $10.00 plus $0.25 per page.
- Hawaii's name test is substantially identical, and the word distinguishable appears in only one place. Section 428-105(b) provides the name shall not be the same as, or substantially identical to, the names and reserved and fictitious names that subsection lists. The word distinguishable appears in Chapter 428 only inside the consent route in Section 428-105(c), for the words an applicant adds to cure a conflict after the existing holder consents in writing. A name reservation under Section 428-106 costs $10 and lasts 120 days from the date of filing, and a transfer of the reservation is also $10.
- Foreign LLCs pay the same $51, and the home state certificate must be dated within 60 days. A foreign LLC files the Application for Certificate of Authority, Form FLLC-1, for $50 plus the $1 archives fee. Under Section 428-1002(b) it shall deliver with the application a certificate of existence or a record of similar import authenticated by the secretary of state or other official having custody of company records in its home jurisdiction, dated not earlier than sixty days prior to the filing of the application; BREG states the same rule as an original certificate of good standing dated not more than sixty days prior to filing, with an attested translation if the certificate is in a foreign language. If the home name does not satisfy Section 428-105, the company must use a fictitious name under Section 428-1005. The consequences of transacting business without a certificate are set out in Section 428-1008: the company may not maintain an action or proceeding in Hawaii unless it has a certificate, its contracts stay valid and it can still defend an action, limitations on personal liability are not waived solely by the unregistered business, and the company is liable to the State in an amount equal to all fees and penalties that would have been imposed had it obtained a certificate and filed all required records and reports.
- A trade name registration is not an LLC filing, and it does not grant ownership of the name. Hawaii's DBA system is trade name registration under Chapter 482 HRS, on Form T-1, for $50 plus the $1 archives fee, $51 paid in total, for a term of five years, renewable for additional five year periods at $50. BREG states on Form T-1 and its instructions that registration of a trade name does not grant you ownership of the trade name, that ownership is acquired by adoption and bona fide use in the ordinary course of trade, and that Form T-1 should not be used to register the name of a new corporation, partnership, or limited liability company. Registering the LLC's own name on Form LLC-1 does not register a trade name, and registering a trade name on Form T-1 does not form or name an LLC. For tax purposes each additional business name is also a branch license matter, on Form G-50 at no additional charge. Our DBA guide covers the details.
- Closing takes a $25 Articles of Termination, and no tax clearance belongs to that filing. Articles of Termination, Form LLC-11 under Section 428-805, carry a nonrefundable filing fee of $25.00. The six statements Section 428-805(a) requires, covering publication of the notice of intent to terminate or that publication was not made, debts paid or provided for, assets distributed, no pending suits or provision made, and the business wound up, contain no tax clearance certificate and no writing from the Department of Taxation, and Form LLC-11 asks for no tax document. The tax writing belongs to a different procedure: reinstatement after administrative termination, where Section 428-811(a)(4) requires a certificate or other writing from the director of taxation. The report page states both halves precisely, because sources that require a tax clearance to terminate a Hawaii LLC are conflating the two procedures. A general tax clearance certificate is a Department of Taxation product requested on Form A-6 or through Hawaii Tax Online at no fee, and closing the business for tax purposes, by filing final returns and cancelling tax licenses, is a tax obligation, not a condition BREG imposes on Form LLC-11.
After your Hawaii LLC is approved
Get the EIN and open the business bank account. Then calendar the annual report correctly: no annual report is due in the year of organization, and after that year the report is due by midnight Hawaii Standard Time on the last day of the quarter in which the organization date falls, March 31, June 30, September 30, or December 31, and it may be filed at any time during that quarter. File online at $12.50 rather than $15 on paper, and reflect the company's affairs as of the first day of that quarter, as Section 428-210 requires. A delinquent filing assessed online carries a $10 late fee per year delinquent. Keep the registered agent continuously in place, and file a statement of change for $25 whenever the agent changes; an agent's resignation takes effect on the earlier of the thirty-first day after filing or a successor's appointment, so do not let the record sit. If the company will actually do business in Hawaii, register with the Department of Taxation on Form BB-1 and pay the one-time $20 General Excise Tax license fee, obtain a branch license on Form G-50 at no charge for each additional location or business name, and file the periodic Form G-45 and the annual Form G-49 returns the Department requires, including a return for a period with no income. If the company will trade under a different name, budget the Form T-1 trade name registration, $50 plus the $1 archives fee for five years.
The full recurring picture for Hawaii, with fees and due dates, is on the Hawaii annual report and compliance page, and the money view is on the Hawaii LLC cost page.
Hawaii LLC questions
When is the Hawaii LLC annual report due, and what does it cost?
By the last day of the quarter in which the organization or registration date falls, under Section 428-210 HRS: March 31 for a first quarter date, June 30 for a second quarter date, September 30 for a third quarter date, and December 31 for a fourth quarter date. It may be filed at any time during that quarter. No annual report is due in the year of organization itself. The fee is $12.50 online and $15.00 on paper, and BREG assesses a $10.00 late fee per year delinquent on a delinquent online filing, behind a statutory penalty ceiling of $100 for each thirty day period of delinquency under Section 428-1302. See the Hawaii report page.
Is the General Excise Tax a sales tax or an income tax?
Neither. The Department of Taxation states the General Excise Tax is Hawaii's tax on business activity, imposed on the gross income or gross receipts of virtually all business activity conducted in Hawaii, and states expressly that GET is not a sales tax, because a sales tax is a tax on the customer which businesses must collect, while GET is a tax on the business itself, which the business may choose to pass on to customers but is not required to. It is also not an income tax: gross income is the total of all business income before deducting business expenses, and Hawaii has a separate income tax under Chapter 235 HRS on net income at the same time. The state rate is 4 percent for retail and most other activity, with the Department's table showing 4.5 percent including a 0.5 percent county surcharge, 0.50 percent for wholesaling and related activity, and 0.15 percent for insurance commissions.
Does Hawaii require a tax clearance to terminate an LLC?
No, not for a voluntary termination. The six required statements for Articles of Termination in Section 428-805(a) contain no tax clearance certificate and no Department of Taxation writing, and Form LLC-11 asks for no tax document. A tax writing is required for reinstatement instead: under Section 428-811(a)(4), an administratively terminated LLC applying for reinstatement within two years must include a certificate or other writing from the director of taxation reciting that all taxes owed have been paid, a payment arrangement has been entered into, or the unpaid liabilities are being contested. The reinstatement application fee is $25, plus all unfiled reports and delinquent fees and penalties.
Does a Hawaii LLC file a BOI report?
No. US-formed companies are exempt under the federal final rule of August 14, 2026. See the BOI tracker.
General Information Only
LLCForming publishes general information about forming and running an LLC. It is not legal, tax, or accounting advice, and it does not create an attorney or advisor relationship. Rules vary by state and by your situation. For a decision that matters, talk to a licensed attorney or tax professional in your state.