Hawaii LLC Formation Guide

This guide to setting up an LLC Hawaii offers step-by–step instructions on how to file formation documents, obtain tax IDs, and set up company records.

Overview

LLCs are the most common business structure. They are cost-effective, flexible, and easy to operate. The legal formation of an LLC allows you to establish your business, limit your personal liability, and gives you tax flexibility. You will find the steps below helpful as you complete this process.

Instructions for Step-by – Hawaii LLC

  1. Check Name Availability

    Your LLC’s legal title may not conflict or be used in conjunction with another registered name. Conduct a name look to verify availability.

    Name Search Hawaii Business Registration Division

    Name search

    Name Reservation Optional
    Suffix: Names of limited liability companies must contain the word “limited liability” or the abbreviation L.L.C. Or “LLC”. “Limited” might be abbreviated by “Ltd.” or “Co.” The name of a limited-liability company must include letters from the English alphabet.

    HRS SS428-105

  2. Appoint a Registered agent

    Before you can officially file to form your Hawaii LLC, you must decide who will be your Hawaii registered representative. A registered agent allows a business to be notified of any legal or government notices.

    A registered agent is required by state law for every LLC. You can designate the registered representative when you file Hawaii articles for organization with Hawaii Business Registration Division (BREG).

  3. Hawaii Certificate for Formation

    Register the articles to form a limited liability corporation.

    Agency: Hawaii Business Registration Division
    Form:
    Articles from Organization
    Instructions: For LLC-1 Instructions For LLC-INFO: Information to Domestic Limited Liability Company
    Filing Method Send mail, fax, in person, or
    Agency Fee $51 + an optional $25 expedite charge
    Turnaround: 7-14 business day by mail. 3-5 business day by fax, mail, or in-person. Online filing takes 1-3 business day if you pay the $25 expedite payment.
    Law:
    Hawaii Statutes- Chapter 428 – Uniform Limited Liability Company Act
  4. Establish Company Records

    Your LLC must keep accurate records and books. Your LLC’s documents begin with your filed articles. Your LLC will produce other official records like:

    • Minutes of a meeting
    • Operating agreement
    • EIN verification letter
    • All amendments and filings made to LLC throughout its existence

     

  5. Sign the Operating Agreement

    You can draft an Operating Agreement by using a template. This is the governing document that governs the LLC. It describes the details of how the LLC operates, such as the holding of an annual meeting. At your organizational meeting you will review and approve the agreement.

  6. Host the Organizational Meeting

    The organizational meeting is a first meeting of LLC members. For this meeting you will need your operating agreement and filed articles of organisation. Keep a log of the meeting, and keep them in your company record books.

  7. Get a Federal Employee Identification Number (EIN).

    EIN is required if your LLC employs more than one person or has multiple members. EINs are also required to open bank accounts.

    Agency: Internal Revenue Service
    Form:
    IRS SS-4
    Filing Method Mail, phone or fax
    IRS fee $0
    Turnaround: Instantly online or by phone 4 business day by fax. 4-6 weeks by mail
    Notes: The IRS website can only be accessed during specific hours. Print your EIN before you close the session. Additional guidance is available at IRS Pub1635: Understanding Your.
  8. Get Hawaii State Tax Identification Numbers/Accounts

    Hawaii has a centralized state tax registration form. This application simplifies the process for starting a Hawaii-based business.

    Send to:
    Department of Taxation in the State of Hawaii

    http://tax.hawaii.gov/

    Form:

    BB-1 – State of Hawaii Basic Business Application
    Filing Method
    Mail or Online
    Fee:
    $20
  9. Consider Electing C-Corp taxation or S-Corp taxation

    Your LLC automatically receives pass through taxation. The vast majority of LLCs however, keep this tax category. Some LLCs have the option to choose S-Corporation or C-Corp tax treatment.

    • S-Corp may be able to help owners who earn more that $75,000 per calendar year in saving on self-employment taxes.
    • C-Corps have double taxation. Members pay taxes on the profits of the corporation, while members pay taxes when they receive their distributions. C-Corp treatment may allow you to benefit from low tax rates on retained earnings, if you have more than $250,000 in profits per owner.
  10. Get business licenses and permits

    The necessary licenses or permits are required in order to operate your business legally. Searching by business type and location using the Small Business Administration Business License & Permit search tool is the easiest way to navigate through the vast array of federal, state, or local requirements.

    Hawaii Business License

    NOT REQUIRED

     

    Hawaii does not require the licensure of general business licenses at the State level.

    Hawaii doesn’t have a general business license. However, local licenses are sometimes required.

  11. Keep your LLC afloat with ongoing filings

    Federal and state tax returns must be filed.

    For good standing with the secretary, many states also require business entities that file an annual return. You can see the table below to find out if an annual report is required for Hawaii-based LLCs.

    Domestic Hawaii Corporation Annual Report Requirements:

    Agency: Hawaii Business Registration Division
    Form:
    Formula D1: Domestic Profit Corporation Annual Return
    Filing Method Mail or online .
    Agency Fee Online filing fee $12.50; $15 postal fee
    Due: Annual reports must only be filed during quarters that contain the anniversary date for registration. If you have registered on February 14th and filed your annual report between January 1, 2013 and March 31, you will be required to do so. The due dates for filing your annual report are March 31, December 31, September 30, and 30, respectively.
    Law:
    HI Rev Stat SS 414-472.
    Penalties: $100 per month. After 2 years, the dissolution is final.
    Notes:
    • Original signatures will not be required
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